☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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•	failure to maintain our relationship with the U.S. government, or the failure to compete effectively for new contract awards or to retain existing U.S. government contracts;

•	inability to recruit and retain a sufficient number of employees with specialized skill sets or necessary security clearances who are in great demand and limited supply;

•	adverse changes in U.S. government spending for programs we support, whether due to changing mission priorities, socio-economic policies or federal budget constraints generally;

•	failure to compete effectively for awards procured through the competitive bidding process, and the adverse impact of delays resulting from our competitors' protests of new contracts that are awarded to us;

•	disruptions to our business or damage to our reputation resulting from cyber attacks and other security threats;

•	failure to obtain option awards, task orders or funding under our contracts;

•	the government renegotiating, modifying or terminating our contracts;

•	failure to comply with, or adverse changes in, complex U.S. government laws and procurement regulations;

•	adverse results of U.S. government audits or other investigations of our government contracts;

•	failure to successfully integrate acquired companies or businesses into our operations or to realize any accretive or synergistic effects from such acquisitions;

•	failure to successfully integrate acquired companies or businesses into our operations or to realize any accretive or synergistic effects from such acquisitions;

•	failure to mitigate risks associated with conducting business internationally; and

•	adverse changes in business conditions that may cause our investments in recorded goodwill to become impaired.

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Item 1.	Business

•	command, control, communications, computers, combat systems, intelligence, surveillance and reconnaissance (C5ISR);

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Item 1A.	Risk Factors

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•	loss of revenue due to adverse customer reaction;

•	exposure to claims for damages, or the incurrence of significant costs related to upgrading systems, networks and our cyber security program generally;

•	loss of revenue due to the redeployment of staff for remediation efforts instead of work on billable contracts;

•	damage to our reputation, which could adversely impact our ability to attract or retain customers or market our services that relate to the creation or maintenance of secure IT systems; and

•	be unable to successfully market services that rely on the creation and maintenance of secure IT systems.

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•	terminate existing contracts for convenience, as well as for default;

•	reduce orders under, or otherwise modify, contracts or subcontracts;

•	decline to exercise an option to renew multi-year contracts or issue task orders under multiple award contracts;

•	suspend or debar us from doing business with the U.S. government or with a government agency;

•	terminate our facility security clearances and thereby prevent us from receiving classified contracts;

•	claim rights in products and systems produced by us; and

•	control or prohibit the export of our products and services.

•	the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement, which comprehensively regulate the formation, administration and performance of U.S. government contracts;

•	Truthful Cost or Pricing Data, which requires certification and disclosure of all cost and pricing data in connection with contract negotiations;

•	the Cost Accounting Standards and Cost Principles, which impose accounting requirements that govern our right to reimbursement under certain cost-reimbursable U.S. government contracts;

•	laws, regulations and executive orders restricting the use and dissemination of information classified for national security purposes and the export of certain products, services and technical data;

•	U.S. export controls, which apply when we engage in international work;

•	the Foreign Corrupt Practices Act; and

•	the False Claims Act, which prohibits the submission of fraudulent claims to the government for payment or approval. Actions under the False Claims Act may be brought by either the government or by individuals on behalf of the government (who may then share a portion of any recovery).

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•	our inability to identify suitable acquisition candidates at prices we consider attractive;

•	our inability to compete successfully for an identified acquisition candidate, consummate an acquisition or accurately estimate the financial effect of acquisitions on our business;

•	difficulty retaining an acquired company's key employees, customers or contracts;

•	difficulty integrating acquired businesses, resulting in unforeseen difficulties and greater expense than anticipated;

•	our failure to discover or adequately assess liabilities of a business that we acquire; and

•	the need to record write-downs from future impairments of intangible assets, which could reduce our future reported earnings.

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•	fluctuations in revenues earned on fixed-price contracts and contracts with a performance-based fee structure;

•	timing of significant bid and proposal costs;

•	seasonal or quarterly fluctuations in our workdays and staff utilization rates; and

•	changes in the volume of purchase requests from customers for equipment and materials.

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Item 1B.	Unresolved Securities and Exchange Commission Staff Comments

Item 2.	Properties

Item 3.	Legal Proceedings

Item 4.	Mine Safety Disclosures

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Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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Item 6.	Selected Financial Data

Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations

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Item 7A.	Quantitative and Qualitative Disclosures about Market Risk

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•	We evaluated the appropriateness and consistency of management’s methods and assumptions used in the identification, recognition, measurement, and disclosure of unrecognized tax benefits, which included testing the effectiveness of the related internal controls.

•	With the assistance of our income tax specialists:

▪	We read and evaluated management’s documentation, including relevant accounting policies and information obtained by management from outside tax specialists, that detailed the computational basis of the unrecognized tax benefits.

▪	We evaluated the reasonableness of management’s judgments regarding the future resolution of the unrecognized tax benefits, including an evaluation of the technical merits of the unrecognized tax benefits.

▪	We evaluated whether management had appropriately considered new information that could significantly change the recognition, measurement or disclosure of the unrecognized tax benefits.

▪	We evaluated the reasonableness of management’s estimates by considering how tax law, including statutes, regulations and case law, impacted management’s judgments.

•	We tested the mathematical accuracy of management’s calculations.

•	We tested the effectiveness of controls over contract revenue, including management’s controls over the initial setup of new contract arrangements and the estimates of total costs and fees for performance obligations.

•	We developed an expectation of revenue and compared it to the recorded balance.

•	For a selection of contracts we performed elements of the following for each contract:

▪	Evaluated the terms and conditions of each contract and the appropriateness of the accounting treatment in accordance with generally accepted accounting principles by:

▪	Inspecting the executed contract to test that the facts on which management’s conclusions were reached were consistent with the actual terms and conditions of the contract.

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Evaluating the contract within the context of the five-step model prescribed by ASC 606, Revenue from Contracts with Customers, and evaluating whether management’s conclusions were appropriate by evaluating the nature of the promises within the contract, the interrelationship of the promised services provided, the pattern by which obligations are fulfilled, the number of performance obligations identified, and which party is responsible for

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▪	Involving industry experts in evaluating the appropriateness of management’s conclusions.

▪	Compared the transaction price to the consideration expected to be received based on current rights and obligations under the contracts and any modifications that were agreed upon with the customers.

▪	Tested the accuracy and completeness of the costs incurred to date for the performance obligation.

▪	Evaluated the estimates of total cost and fees for the performance obligation by:

▪	Comparing costs incurred to date to the costs management estimated to be incurred by that date.

▪	Evaluating management’s ability to achieve the estimates of total cost and fees by performing corroborating inquiries with the Company’s project managers, and comparing the estimates to management’s work plans.

▪	Comparing management’s estimates for the selected contracts to costs and fees of similar performance obligations, when applicable.

▪	Tested the mathematical accuracy of management’s calculation of revenue for the performance obligation.

•	We analyzed adjustments in contract estimates recorded during the year to assess whether such adjustments were the result of changes in facts and circumstances and not estimates that were previously inaccurate.

•	We tested the effectiveness of controls over the valuation of the customer relationship and backlog intangible assets, including management’s controls over forecasts of future cash flows and the selection of discount rates.

•	We assessed the reasonableness of management’s forecast of future cash flows by comparing the projections to historical results.

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With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodologies and (2) discount rates, which included testing the source information underlying the determination of the discount rates, testing the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management.

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1.	Description of the Business

2.	Summary of Significant Accounting Policies

Principles of Consolidation - Our consolidated financial statements include the accounts of ManTech International Corporation, subsidiaries we control and variable interest entities that are required to be consolidated. All intercompany accounts and transactions have been eliminated.

Use of Accounting Estimates - We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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 us. Therefore, actual amounts could differ from these estimates.

Business Combinations - The accounting for our business combinations consists of allocating the purchase price to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values, with the excess recorded as goodwill. We have up to one year from the acquisition date to use information as of each acquisition date to adjust the fair value of the acquired assets and liabilities, which may result in material changes to their recorded values with an offsetting adjustment to goodwill. Determining the fair value of assets acquired and liabilities assumed requires significant judgment, which includes, among other factors, analysis of historical performance and estimates of future performance. In some cases, we have used discounted cash flow analyses, which were based on our best estimate of future revenue, earnings and cash flows as well as our discount rate, adjusted for risk, and estimated attrition rates.

Fair Value of Financial Instruments - The carrying value of our cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value because of the short-term nature of these amounts.

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.

Contract Assets - Amounts are invoiced as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones. Generally, revenue recognition occurs before billing, resulting in contract assets. These contract assets are referred to as unbilled receivables and are reported within receivables, net on our consolidated balance sheet.

Billed Receivables - Amounts billed and due from our customers are classified as billed receivables and are reported within receivables, net on the consolidated balance sheet. The portion of the payments retained by the customer until final contract settlement is not considered a significant financing component because the intent is to protect the customer.

Goodwill - The purchase price of an acquired business is allocated to the tangible assets, financial assets and separately recognized intangible assets acquired less liabilities assumed based upon their respective fair values, with the excess recorded as goodwill. We review goodwill at least annually for impairment, or whenever events or circumstances indicate that the carrying value of long-lived assets may not be fully recoverable. We have elected to perform this annual review as of October 31st of each calendar year.

In reviewing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If we elect to perform a qualitative assessment and determine that an impairment is more likely than not, the entity is then required to perform the existing two-step quantitative impairment test (described below), otherwise no further analysis is required. We also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test.

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The goodwill impairment test is a two-step process performed at the reporting unit level. The first step of the goodwill impairment test compares the fair value of a reporting unit with its carrying amount (including goodwill). If the reporting unit's fair value exceeds its carrying value, no further procedures are required. However, if the reporting unit's fair value is less than its carrying value, an impairment of goodwill may exist, requiring a second step to be performed. Step two of this test measures the amount of the impairment loss, if any. Step two of this test requires the allocation of the reporting unit's fair value to its assets and liabilities, including any unrecognized intangible assets in a hypothetical analysis that calculates the implied fair value of goodwill as if the reporting unit were being acquired in a business combination. If the implied fair value of goodwill is less than the carrying value, the difference is recorded as a goodwill impairment charge in operations.

The fair values of the reporting units are determined based on a weighting of the income approach, market approach and market transaction approach. The income approach is a valuation technique in which fair value is based from forecasted future cash flow discounted at the appropriate rate of return commensurate with the risk as well as current rates of return for equity and debt capital as of the valuation date. The forecast used in our estimation of fair value was developed by management based on a contract basis, incorporating adjustments to reflect known contract and market considerations (such as reductions and uncertainty in government spending, pricing pressure and opportunities). The discount rate utilizes a risk adjusted weighted average cost of capital. The market approach is a valuation technique in which the fair value is calculated based on market prices realized in an actual arm's length transaction. The technique consists of undertaking a detailed market analysis of publicly traded companies that provides a reasonable basis for comparison to us. Valuation ratios, which relate market prices to selected financial statistics derived from comparable companies, are selected and applied to us after consideration of adjustments for financial position, growth, market, profitability and other factors. The market transaction approach is a valuation technique in which the fair value is calculated based on market prices realized in actual arm's length transactions. The technique consists of undertaking a detailed market analysis of merged and acquired companies that provides a reasonable basis for comparison to us. Valuation ratios, which relate market prices to selected financial statistics derived from comparable companies, are selected and applied to us after consideration of adjustments for financial position, growth, market, profitability and other factors. To assess the reasonableness of the calculated reporting unit fair values, we compare the sum of the reporting units' fair values to our market capitalization (per share stock price times the number of shares outstanding) and calculate an implied control premium (the excess of the sum of the reporting units' fair values over the market capitalization) and then assess the reasonableness of our implied control premium.

Other Intangible Assets - Contract rights and other intangible assets are amortized primarily using the pattern of benefits method over periods ranging from one year to twenty-five years.

We account for the cost of computer software developed or obtained for internal use in accordance with ASC 350-985, Intangibles - Goodwill and Other - Software. These capitalized software costs are included in other intangible assets, net.

We account for software development costs related to software products for sale, lease or otherwise marketed in accordance with Accounting Standards Codification (ASC) 985-20, Software - Costs of Software to Be Sold, Leased, or Marketed. For projects fully funded by us, 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 based on units sold or on a straight-line basis over a period of five years or other such shorter period as may be required.

Leases - We adopted ASC 842, Leases, on January 1, 2019. We elected to apply the provisions of the standard as of the date of adoption, and, therefore, have not restated prior comparative periods. Upon adoption, we recorded operating lease obligations of $129.6 million and operating lease right of use (ROU) assets of $118.7 million. We elected the practical expedient to recognize the lease payments related to short-term leases as profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments are incurred. We also elected the following transition related practical expedients: not to reassess whether expired or existing contracts are or contain leases, not to reassess lease classification as determined under ASC 840 and not to reassess initial direct costs from any existing lease. We elected the practical expedient as an accounting election not to separate nonlease components from lease components on all classes of underlying assets. Our leases include nonlease components such as common area maintenance, utilities and operating expenses. Additionally, we implemented internal controls and key system functionality to enable the preparation of financial information upon adoption. ASC 842 had a material impact on our consolidated balance sheet, but did not have an impact on our consolidated income statement. The most significant impact was the recognition of ROU assets and lease obligations for operating leases, while our accounting for finance leases remained substantially unchanged.

We determine if a contract is or contains a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of identified property or equipment (an identified asset) for a period of time in exchange for consideration. We have the right to control the use of the identified asset when we have both of the following: the right to obtain substantially all of

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the economic benefits from use of the identified asset and the right to direct the use of the identified asset. In making this determination, we consider all relevant facts and circumstances. We reassess whether a contract is or contains a lease only if the terms and conditions of the contract are changed. We account for lease components and nonlease components associated with a lease as a single lease component. Operating leases are included in Operating lease right of use assets, Operating lease obligations—current and Operating lease obligations—long term on our consolidated balance sheets. Finance leases are included in Property and equipment—net, Accounts payable and other accrued expenses and Other long-term liabilities on our consolidated balance sheets.

Our ROU asset is recognized as the lease obligation, any initial indirect costs and any prepaid lease payments, less any lease incentives. Our lease obligations are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Our lease payments consist of amounts relating to the use of the underlying asset during the lease term, specifically fixed payments, payments to be made in optional periods when we are reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease and the amounts probable of being owed by us under residual guarantees. Our variable lease payments are excluded in measuring ROU assets and lease obligations because they do not depend on an index or a rate or are not in substance fixed payments. We exclude lease incentives and initial direct costs incurred from our lease payments. Our leases typically do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments.

For operating leases, after lease commencement, we measure our lease obligation for each period at the present value of any remaining lease payments, discounted by using the rate determined at lease commencement. In our consolidated statement of income, we recognize a single operating lease expense calculated on a straight-line basis over the remaining lease term. The depreciation of the ROU asset increases each year as a result of the declining lease obligation balance. Variable lease payments are not recognized in the measurement of the lease obligation; they are recognized in the period in which the related obligation has been incurred.

For finance leases, after lease commencement, we measure our lease obligation by using the effective interest rate method. In each period, the lease obligation will be increased to reflect the interest that is accrued on the related lease obligation by using the appropriate discount rate, offset by a decrease in the lease obligation resulting from the periodic lease payments. We recognize the ROU asset at cost, reduced by any accumulated depreciation. The ROU asset is depreciated on a straight-line basis. Together, the interest expense and depreciation expense result in a front-loaded expense profile. We will present interest expense and depreciation expense separately on our consolidated statement of income.

In our consolidated statement of income, we recognize lease expense within general and administrative expense or cost of goods sold depending on the use of the underlying lease. For leases classified as financing, the interest on lease obligations is classified within interest expense.

Property and Equipment - Property and equipment are recorded at original cost to us. 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.

Employee Supplemental Savings Plan Assets - We maintain several non-qualified defined contribution supplemental retirement plans for certain key employees that are accounted for in accordance with ASC 710-10-05, Compensation - General - Deferred Compensation - Rabbi Trust, 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 us. The assets held by the rabbi trusts are recorded at cash surrender value in our consolidated financial statements as Employee supplemental savings plan assets with a related liability to employees recorded as a deferred compensation liability in accrued retirement.

Investments - Investments where we have the ability to exercise significant influence, but we do not control, are accounted for under the equity method of accounting and are included in Other assets on our consolidated balance sheets. Significant influence typically exists if we have a 20% to 50% ownership interest in the investee. Under this method of accounting, our share of the net earnings (losses) of the investee is included in Equity in earnings (losses) of unconsolidated subsidiaries on our consolidated statement of income.

Investments where we have less than 20% ownership interest in the investee and lack the ability to exercise significant influence are accounted for under the cost method. Under the cost method, we recognize our investment in the stock of an investee as an asset. The investment is measured initially at cost. We recognize as income dividends received that are distributed from net accumulated earnings. Dividends received in excess of earnings are considered a return of investment and are recorded as reductions of costs of the investment. Impairment is assessed at the individual investment level. An investment is impaired if the fair value

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of the investment is less than its costs. If it is determined that the impairment is other than temporary, then an impairment loss is recognized in earnings. The fair value of the investment would become the new cost basis of the investment and will not be adjusted for subsequent recoveries in fair value.

Deferred Contract Costs - Costs of obtaining or fulfilling a contract that meet the criteria in ASC 340, Other Assets and Deferred Costs, are capitalized and amortized on a systematic basis that is consistent with the transfer of goods or services to the customer. Deferred contracts costs are reported on our consolidated balance sheet within current or non-current other assets based on the expected life of the related contract. At December 31, 2019, we had $9.4 million of deferred contract costs related to the fulfillment of future contract obligations. For the year ended December 31, 2019 we recorded amortization expense of $2.5 million.

Impairment of Long-Lived Assets - Whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be fully recoverable, we evaluate the probability that future undiscounted net cash flows will be less than the carrying amount of the assets. If any impairment were indicated as a result of this review, we would recognize a loss based on the amount by which the carrying amount exceeds the estimated fair value.

Contract Liabilities - We receive advances and milestone payments from our customers on selected contracts that exceed revenue earned to date, resulting in contract liabilities. Contract liabilities typically are not considered a significant financing component because it is used to meet working capital demands that can be higher in the early stages of a contract and to protect us from the customer failing to adequately complete some or all of its obligations under the contract. Contract liabilities are reported on our consolidated balance sheet on a net contract basis at the end of each reporting period.

Revenue Recognition - On January 1, 2018, we adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective method applied to those contracts that were not substantially complete as of January 1, 2018. ASC 606 outlines a five-step model whereby revenue is recognized as performance obligations within the contract are satisfied. ASC 606 also requires new, expanded disclosures regarding revenue recognition. We recognized the cumulative effect of adopting ASC 606 as an increase to the 2018 opening balance of retained earnings in the pretax amount of $0.8 million, with the impact primarily related to fixed-price contracts. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts were not adjusted and continue to be reported in accordance with ASC 605, Revenue Recognition. Revenue for the year ended December 31, 2018 increased $2.4 million as a result of applying ASC 606.

We account for a contract when: both we and the customer approve and commit; our rights and those of the customer are identified, payment terms are identified; the contract has commercial substance; and collectability of consideration is probable. At contract inception, we identify the distinct goods or services promised in the contract, referred to as performance obligations. Then we determine the transaction price for the contract; the consideration to which we can expect in exchange for the promised goods or services in the contract. The transaction price can be a fixed or variable amount. It is common for our contracts to contain award fees, incentive fees or other provisions that can either increase or decrease the transaction price. These variable amounts generally are awarded upon achievement of certain performance metrics, program milestones or cost targets and can be based upon customer discretion. We estimate variable consideration at the most likely amount to which we expect to be entitled. We include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and historical, current and forecasted information that is reasonably available to us. The transaction price is allocated to each distinct performance obligation using our best estimate of the standalone selling price for each distinct good or service promised in the contract. The primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which we forecast our expected costs of satisfying a performance obligation and then add an appropriate margin for that distinct good or service promised. Revenue is recognized when, or as, the performance obligation is satisfied.

We recognize revenue over time when there is a continuous transfer of control to our customer. For our U.S. government contracts, this continuous transfer of control to the customer is supported by clauses in the contract that allow the U.S. government to unilaterally terminate the contract for convenience, pay us for costs incurred plus a reasonable profit and take control of any work in process. When control is transferred over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. Based on the nature of the products and services provided in the contract, we use our judgment to determine if an input measure or output measure best depicts the transfer of control over time. For services contracts, we typically satisfy our performance obligations as services are rendered. We typically use a cost-based input method to measure progress. Contract costs include labor, material and allocable indirect expenses. Revenue is recognized proportionally as contract costs are incurred plus estimated fees. For time-and-material contracts, we bill the customer per labor hour and per material, and revenue is recognized in the amount invoiced since the amount corresponds directly to the value of our performance to date. For stand-ready service contracts, a time-elapsed output method is used to measure progress, and revenue is recognized straight-line over the term of the contract. If a contract does not meet the criteria for recognizing revenue over time, we recognize revenue at a point

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in time. Revenue is recognized at the point in time when control of the good or service is transferred to our customer. We consider control to transfer when we have a present right to payment and our customer has legal title. Determining a measure of progress and when control transfers requires us to make judgments that affect the timing of when revenue is recognized. Essentially all of our contracts satisfy their performance obligations over time.

Contracts are often modified to account for changes in contract specifications and requirements. Contract modifications impact the contract when the modification either creates a new performance obligation or changes the existing enforceable rights and obligations. The effect of a contract modification on the transaction price and our measure of progress for the performance obligation to which it relates is recognized as a cumulative adjustment to revenue and profit. Furthermore, a significant change in one or more estimates could affect the profitability of our contracts. We recognize adjustments in estimated profit on contracts in the period identified. The impact of adjustments in contract estimates can be reflected in either revenue or operating expenses on our consolidated statement of income.

 

We have an Estimate at Completion process in which management reviews the progress and execution of our performance obligations. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities and the related changes in estimates of revenue and costs. The risks and opportunities include management’s judgment about the ability and cost to achieve the contract milestones and other technical contract requirements. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the availability of materials, the length of time to complete the performance obligation, execution by our subcontractors, the availability and timing of funding from our customer and overhead cost rates, among other variables. A significant change in one or more of these estimates could affect the profitability of our contracts. For the year ended December 31, 2019, the aggregate impact of adjustments in contract estimates increased our revenue by $11.3 million. No adjustment on any one contract was material to our consolidated financial statements for the year ended December 31, 2019.

Results for 2017 were reported in accordance with ASC 605. Revenue for cost-reimbursable contracts were recorded as reimbursable costs were incurred, including an estimated share of the applicable contractual fees earned. For performance-based fees under cost-reimbursable contracts, we recognized the relevant portion of the expected fee to be awarded by the customer at the time such fee can be reasonably estimated, based on factors such as our prior award experience and communications with the customer regarding performance, or upon approval by the customer. For time-and-materials contracts, revenue was recognized to the extent of billable rates times hours delivered plus materials and other reimbursable costs incurred. For long-term fixed-price contracts, revenue was recognized at a rate per unit as the units were delivered or by other methods to measure services provided. Revenue from other long-term fixed-price contracts were recognized ratably over the contract period or by other appropriate methods to measure services provided. Contract costs were expensed as incurred except for certain limited long-term contracts noted below. For long-term contracts, specifically described in the scope section of ASC 605-35, Revenue Recognition - Construction-Type and Production-Type Contracts, we applied the percentage of completion method. Under the percentage of completion method, income was recognized at a consistent profit margin over the period of performance based on estimated profit margins at completion of the contract. This method of accounting required estimating the total revenue and total contract cost at completion of the contract. These estimates were periodically reviewed and revisions were made as required using the cumulative catch-up method. The impact on revenue and contract profit as a result of these revisions were included in the periods in which the revisions were made. Estimated losses on contracts at completion were recognized when identified. In certain circumstances, revenue was recognized when contract amendments were not finalized.

Contract Costs - Contract costs include direct labor, direct materials, overhead and, when applicable, general and administrative expenses. Incremental costs of obtaining a contract that we expect to recover are recognized as deferred contract costs and are amortized on a systematic basis that is consistent with the transfer to the customer of the goods or services. Other incremental costs are expensed when incurred. Costs of fulfilling a contract that relate directly to a contract or to an anticipated contract that can be specifically identified, generate or enhance resources that will be used in satisfying future performance obligations and are expected to be recovered are recognized as deferred contract costs and amortized on a systematic basis that is consistent with the transfer of the goods or services to the customer. Other costs of fulfilling a contract (costs of wasted materials, labor or other resources to fulfill the contracts that were not reflected in the price of the contract and costs that relate to satisfied performance obligations in the contract) are expensed when incurred.

General and Administrative Expenses - General and administrative expenses include the salaries and wages, plus associated fringe benefits of our employees not performing work directly for customers, and associated facilities costs. Among the functions covered by these costs are corporate business development, bid and proposal, contracts administration, finance and accounting, legal, corporate governance and executive and senior management. In addition, we include stock-based compensation, as well as depreciation and amortization expenses related to the general and administrative function. We recognize interest related to unrecognized tax benefits within interest expense and penalties related to unrecognized tax benefits in general and administrative

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expenses.

We classify indirect costs incurred as cost of services and general and administrative expenses in the same manner as such costs are defined in our disclosure statements under U.S. Government Cost Accounting Standards.

Depreciation and Amortization Method - Furniture and office equipment are depreciated using the straight-line method with estimated useful lives ranging from one year to seven years. Leasehold improvements are amortized using the straight-line method over the shorter of the asset's useful life or the term of the lease.

Stock-based Compensation - We account for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation, which requires the use of a valuation model to calculate the fair value of stock-based awards. We have elected to use the Black-Scholes-Merton pricing model to determine fair value of stock options on the dates of grant for our stock options. The fair value is included in operating expenses or capitalized, as appropriate, straight-line over the period in which service is provided in exchange for the award. The grant date fair value of the restricted stock is equal to the closing market price of our common stock on the date of grant. The compensation expense for restricted stock is recognized over the service period and is based on the grant date fair value of the shares. The grant date fair value of the restricted stock unit (RSU) is equal to the closing market price of our common stock on the grant date less the present value of dividends expected to be awarded during the service period. We recognize the grant date fair value of RSUs of shares we expect to issue as compensation expense ratably over the requisite service period. We account for forfeitures as they occur.

Income Taxes - We account for income taxes in accordance with ASC 740, Income Taxes. Under this method, deferred income taxes are determined based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year-to-year. In providing for deferred taxes, we consider tax regulations of the jurisdictions in which we operate, estimates of future taxable income and available tax planning strategies. If tax regulations, operating results or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria. We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would “more likely than not” sustain the position following an audit. For tax positions meeting the “more likely than not” threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority.

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; translation adjustments, net of tax; and actuarial gain (loss) on defined benefit pension plan, net of tax.

Recently Adopted ASUs

ASU 2016-02, Leases (ASC 842) supersedes the leases requirements in ASC 840, Leases. The objective of ASC 842 is to establish the principles that lessees and lessors should apply to report useful information to users of financial statements about the amount, timing and uncertainty of cash flows arising from a lease. We elected to adopt using the modified retrospective method at the beginning of the period of adoption, January 1, 2019, through the recognition of a lease obligation and corresponding right of use asset. We elected the following transition related practical expedients; not to reassess whether any expired or existing contracts are or contain leases, not to reassess lease classification as determined under ASC 840 and, not to reassess initial direct costs for any existing lease. We have also elected not to apply the recognition and measurement requirements to short-term leases (less than 1 year). Additional details are included in Note 4 below.

Other ASUs adopted during the year ended December 31, 2019 did not have a material impact on our consolidated financial statements.  

Recently Issued But Not Yet Adopted ASUs

ASUs effective after December 31, 2019 are not expected to have a material effect on our consolidated financial statements.

3.	Revenue from Contracts with Customers

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We derive revenue from contracts with customers primarily from contracts with the U.S. government in the areas of defense, intelligence, homeland security and other federal civilian agencies. Substantially all of our revenue is derived from services and solutions provided to the U.S. government or to prime contractors supporting the U.S. government, including services by our employees and our subcontractors, and solutions that include third-party hardware and software that we purchase and integrate as a part of our overall solutions. Customer requirements may vary from period-to-period depending on the contract. We provide our services and solutions under three types of contracts: cost-reimbursable, fixed-price and time-and-materials. Under cost-reimbursable contracts, we are reimbursed for costs that are determined to be reasonable, allowable and allocable to the contract and paid a fee representing the profit margin negotiated between us and the contracting agency, which may be fixed or performance based. Under fixed-price contracts, we perform specific tasks for a fixed price. Fixed-price contracts may include either a product delivery or specific service performance over a defined period. Under time-and-materials contracts, we are reimbursed for labor at fixed hourly rates and generally reimbursed separately for allowable materials, costs and expenses at cost.

We have one reportable segment. Our U.S. government customers typically exercise independent decision-making and contracting authority. Offices or divisions within an agency or department of the U.S. government may directly, or through a prime contractor, use our services as a separate customer as long as the customer has independent decision-making and contracting authority within its organization. We treat sales to U.S. government customers as sales within the U.S. regardless of where the services are performed. We generated 99%, 98% and 98% from revenue generated in the U.S. for the years ended December 31, 2019, 2018 and 2017, respectively.

The following tables disclose revenue (in thousands) by contract type, customer and prime or subcontractor for the periods presented. Year ended December 31, 2017 amounts have not been adjusted under the modified retrospective method.

	Year Ended December 31,
	2019				2018				2017
Cost-reimbursable	$	1,541,687			$	1,325,024			$	1,130,134
Fixed-price	451,312				435,599				370,517
Time-and-materials	229,560				197,934				216,367
	$	2,222,559			$	1,958,557			$	1,717,018

	Year Ended December 31,
	2019				2018				2017
U.S. government	$	2,175,734			$	1,913,461			$	1,674,345
State agencies, international agencies and commercial entities	46,825				45,096				42,673
	$	2,222,559			$	1,958,557			$	1,717,018

	Year Ended December 31,
	2019				2018				2017
Prime contractor	$	1,995,471			$	1,742,097			$	1,514,924
Subcontractor	227,088				216,460				202,094
	$	2,222,559			$	1,958,557			$	1,717,018

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We deliver a broad array of IT and technical services solutions under contracts with the U.S. government, state and local governments and commercial customers. The components of receivables are as follows (in thousands):

	December 31, 2019				December 31, 2018
Billed receivables	$	311,061			$	301,716
Unbilled receivables	99,493				109,895
Allowance for doubtful accounts	(11,578		)		(6,233		)
Receivables-net	$	398,976			$	405,378

Receivables at December 31, 2019 are expected to be substantially collected within one year except for approximately $1.4 million, of which 100% is related to receivables from sales to the U.S. government or from contracts in which we acted as a subcontractor to other contractors selling to the U.S. government. We do not believe that we have significant exposure to credit risk as billed receivable and unbilled receivables are primarily due from the U.S. government. The allowance for doubtful accounts represents our estimate for exposure to compliance, contractual issues and bad debts related to prime contractors.

The following table discloses contract liabilities (in thousands):

	December 31, 2019				December 31, 2018
Contract liabilities	$	27,620			$	28,209

Changes in the balance of contract liabilities are primarily due to the timing difference between our performance and our customers' payments. For the year ended December 31, 2019, the amount of revenue that was included in the opening contract liabilities balance was $23.8 million.

The remaining performance obligation at December 31, 2019 was $3.0 billion. The following table discloses when we expect to recognize the remaining performance obligation as revenue (in billions):

For the year ending
December 31, 2020				December 31, 2021				Thereafter
$	1.9			$	0.5			$	0.6

4.	Leases

We elected to adopt ASC 842 using the modified retrospective method at the beginning of the period of adoption, January 1, 2019, through the recognition of a lease obligation and corresponding right of use asset. We elected the following transition related practical expedients: not to reassess whether any expired or existing contracts are or contain leases, not to reassess lease classification as determined under ASC 840, Leases, and, not to reassess initial direct costs for any existing lease. We have also elected not to apply the recognition and measurement requirements to short-term leases (less than 1 year). Prior to the adoption of ASC 842, we accounted for leases under the requirements of ASC 840. The amounts for years prior to the adoption on January 1, 2019 have not been adjusted under the modified retrospective method.

ASC 842 Accounting

Our operating leases are primarily made up of real estate. Our variable lease payments do not depend on an index or a rate or are not in substance fixed payments. Our leases have remaining lease terms of 1 month to 11 years, some of which include options to extend the leases for up to 14 years, and some of which include options to terminate the leases within 1 year. Our transportation vehicles and equipment leases include a residual value guarantee, which is a guarantee made to the lessor that the value of the underlying asset returned to the lessor at the end of the lease will be at least a specific amount. We sublease some of our real estate space. Sublease income is immaterial and is presented net with the corresponding lease expense. We do not have any leases that have not yet commenced due to construction or design of the underlying asset. We recognize payments related to short-term leases (less than one year) as expense on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments were incurred. As such, our short-term lease expense for the year ended December 31, 2019 was $5.4 million. For the year ended December 31, 2019, we incurred variable lease costs of $2.4 million.

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The balance sheet information related to our leases was as follows (dollars in thousands):

	December 31, 2019
Operating Leases
Operating lease right of use assets	$	117,728
Operating lease obligations—current	$	29,047
Operating lease obligations—long term	$	103,148
Finance Leases
Property and equipment—gross	$	641
Accumulated depreciation	(206		)
Property and equipment—net	$	435
Accounts payable and accrued expenses	$	142
Other long-term liabilities	$	297

The components of lease expense were as follows (in thousands):

	For the year ended December 31, 2019
Operating lease expenses	$	33,622
Finance Leases
Depreciation of right of use assets	$	147
Interest on lease liabilities	$	44

The weighted average information related to leases was as follows:

	December 31, 2019
Weighted Average Remaining Lease Term
Operating leases	5 years
Finance leases	3 years
Weighted Average Discount Rate
Operating leases	3	%
Finance leases	5	%

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Future minimum lease payments under non-cancellable leases as of December 31, 2019 were as follows (in thousands):

For the year ended:	Operating Leases				Financing Leases
December 31, 2020	$	32,770			$	160
December 31, 2021	33,989				156
December 31, 2022	30,166				150
December 31, 2023	25,136				41
December 31, 2024	12,824				—
Thereafter	8,224				—
Total future minimum lease payments	143,109				507
Less imputed interest	(10,914		)		(68		)
Total	$	132,195			$	439

ASC 840 Accounting

We leased office space and equipment under operating leases. A number of the leases contained renewal options and escalation clauses. Office space and equipment rent expense totaled approximately $39.9 million and $36.9 million for the years ended December 31, 2018 and 2017, respectively. We had $13.2 million of deferred rent liabilities resulting from recording rent expense on a straight-line basis over the life of the respective lease for the year ended December 31, 2018. At December 31, 2018, our aggregate future minimum rental commitments under these leases are as follows (in thousands):

Year ending:
December 31, 2019	$	33,953
December 31, 2020	28,954
December 31, 2021	25,794
December 31, 2022	21,852
December 31, 2023	18,353
Thereafter	9,296
Total	$	138,202

5.	Acquisitions

H2M Group (H2M)—On August 8, 2019, we completed the acquisition of H2M through a membership interest purchase agreement by and among H2M Group, HHM Holding LLC, and the Members and ManTech International Corporation. H2M is a provider of intelligence and analysis services and solutions primarily to the National Geospatial-Intelligence Agency (NGA). This acquisition strengthens our ability to help key government agencies implement new automation techniques that enable intelligence analysts to more efficiently navigate large amounts of data and distill critical information to inform actionable intelligence and make mission-critical decisions.

The acquisition was accounted for as a business combination. The results of H2M's operations have been included in our consolidated financial statements since that date. We funded the acquisition with cash on hand and borrowings on our revolving credit facility.

The purchase price of $38.5 million, which includes the finalized working capital adjustment, was preliminarily allocated to the underlying assets and liabilities based on their estimated fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired and liabilities assumed was recorded as goodwill. As we are still in the process of reviewing the fair value of the assets acquired and liabilities assumed, the purchase price allocation for H2M is not complete as of December 31, 2019. In accordance with ASC 805, Business Combinations, we expect to finalize our purchase price allocation within one year of the acquisition date.

Determining the fair value of assets acquired and liabilities assumed requires significant judgment, which includes, among other factors, analysis of historical performance and estimates of future performance of H2M's contracts. In some cases, we have

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used discounted cash flow analyses, which were based on our best estimate of future revenue, earnings and cash flows as well as our discount rate adjusted for risk.

Recognition of goodwill is largely attributed to the value paid for H2M's capabilities to support government agencies in the implementation of high-quality geospatial and professional services. The goodwill recorded for this transaction will be deductible for tax purposes over 15 years. The components of other intangible assets associated with the acquisition were customer relationships and backlog valued at $9.6 million and $2.3 million, respectively. The fair values of the customer relationships and backlog were determined using the excess earnings method (income approach) in which the value is derived from an estimation of the after-tax cash flows specifically attributable to backlog and customer relationships. Assumptions used in the analysis included revenue and expense forecasts, contributory asset charges, tax amortization benefit and discount rates. Customer contracts and related relationships represent the underlying relationships and agreements with H2M's existing customers. Customer relationships are amortized using the pattern of benefits method over their estimated useful lives of approximately 20 years. Backlog is amortized using the pattern of benefits method over its estimated useful life of 2 years. The weighted-average amortization period for other intangible assets is 17 years.

The following table represents the preliminary purchase price allocation for H2M (in thousands):

Cash and cash equivalents	$	29
Receivables	4,187
Prepaid expenses	188
Other current assets	5
Goodwill	25,079
Other intangible assets	11,900
Operating lease right of use assets	152
Property and equipment	56
Other assets	7
Accounts payable and accrued expenses	(1,946		)
Accrued salaries and related expenses	(1,023		)
Operating lease obligations—long term	(152		)
Net assets acquired and liabilities assumed	$	38,482

For the year ended December 31, 2019, we incurred approximately $0.3 million of acquisition costs related to the H2M transaction, which are included in general and administrative expenses in our consolidated statement of income.

Kforce Government Solutions (KGS)—On April 1, 2019, we completed the acquisition of KGS. KGS was a wholly owned subsidiary of the publicly traded commercial technology and staffing company KForce, Inc. The acquisition was completed through an equity purchase agreement dated February 28, 2019, by and among Kforce Government Solutions, Inc and other beneficiaries and ManTech International Corporation. KGS provides services, IT solutions, transformation and management consulting and data analytics - most notably in the healthcare IT market. This acquisition expands our presence with important customers such as the Department of Veteran Affairs (VA).

The acquisition was accounted for as a business combination. The results of KGS's operations have been included in our consolidated financial statements since that date. We funded the acquisition with cash on hand and borrowings on our revolving credit facility.

The purchase price of $114.6 million, which includes the finalized working capital adjustment, was allocated to the underlying assets and liabilities based on their estimated fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired and liabilities assumed was recorded as goodwill. The purchase price allocation of KGS is complete as of December 31, 2019.

Determining the fair value of assets acquired and liabilities assumed requires significant judgment, which includes, among other factors, analysis of historical performance and estimates of future performance of KGS’s contracts. In some cases, we have used discounted cash flow analyses, which were based on our best estimate of future revenue, earnings and cash flows as well as our discount rate adjusted for risk.

Recognition of goodwill is largely attributed to the value paid for KGS's capabilities to support customers in IT solutions,

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transformation and management consulting and data analytics. A majority of the goodwill recorded will not be deductible for tax purposes.

The components of other intangible assets associated with the acquisition were customer relationships and backlog valued at $33.1 million and $1.6 million, respectively. The fair values of the customer relationships and backlog were determined using the excess earnings method (income approach) in which the value is derived from an estimation of the after-tax cash flows specifically attributable to backlog and customer relationships. Assumptions used in the analysis included revenue and expense forecasts, contributory asset charges, tax amortization benefit and discount rates. Customer contracts and related relationships represent the underlying relationships and agreements with KGS's existing customers. Customer relationships are amortized using the pattern of benefits method over their estimated useful lives of approximately 20 years. Backlog is amortized straight-line over its estimated useful life of 1 year. The weighted-average amortization period for other intangible assets is 19 years.

The following table represents the finalized purchase price allocation for KGS (in thousands):

Cash and cash equivalents	$	154
Receivables	17,071
Prepaid expenses	368
Other current assets	168
Goodwill	80,374
Other intangible assets	34,839
Property and equipment	361
Accounts payable and accrued expenses	(6,895		)
Accrued salaries and related expenses	(4,421		)
Deferred income taxes	(7,087		)
Other long-term liabilities	(379		)
Net assets acquired and liabilities assumed	$	114,553

For the year ended December 31, 2019, we incurred approximately $0.9 million of acquisition costs related to the KGS transaction, which are included in general and administrative expenses in our consolidated statement of income.

6.	Earnings per Share

Under ASC 260, Earnings per Share, the two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared (or accumulated) and participation rights in undistributed earnings. Under that method, basic and diluted earnings per share data are presented for each class of common stock.

In applying the two-class method, we determined that undistributed earnings should be allocated equally on a per share basis between Class A and Class B common stock. Under our Certificate of Incorporation, the holders of the common stock are entitled to participate ratably, on a share-for-share basis as if all shares of common stock were of a single class, in such dividends, as may be declared by the Board of Directors. During the years ended December 31, 2019, 2018 and 2017, we declared and paid quarterly dividends, in the amount of $0.27, $0.25 and $0.21 per share on both classes of common stock.

Basic earnings per share has been computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during each period. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period in which the shares 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.

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The net income available to common stockholders and weighted average number of common shares outstanding used to compute basic and diluted earnings per share for each class of common stock are as follows (in thousands, except per share amounts):

	Year Ended December 31,
	2019				2018				2017
Distributed earnings	$	43,207			$	39,627			$	32,709
Undistributed earnings	70,683				42,470				81,432
Net income	$	113,890			$	82,097			$	114,141
Class A common stock:
Basic net income available to common stockholders	$	76,294			$	54,715			$	75,413
Basic weighted average common shares outstanding	26,763				26,354				25,685
Basic earnings per share	$	2.85			$	2.08			$	2.94
Diluted net income available to common stockholders	$	76,555			$	54,937			$	75,698
Effect of potential exercise of stock options	279				324				288
Diluted weighted average common shares outstanding	27,042				26,678				25,973
Diluted earnings per share	$	2.83			$	2.06			$	2.91
Class B common stock:
Basic net income available to common stockholders	$	37,596			$	27,382			$	38,728
Basic weighted average common shares outstanding	13,188				13,189				13,190
Basic earnings per share	$	2.85			$	2.08			$	2.94
Diluted net income available to common stockholders	$	37,335			$	27,160			$	38,443
Diluted weighted average common shares outstanding	13,188				13,189				13,190
Diluted earnings per share	$	2.83			$	2.06			$	2.91

For the years ended December 31, 2019, 2018 and 2017, options to purchase 288,133 shares, 293,898 shares and 265,866 shares, respectively, were outstanding but not included in the computation of diluted earnings per share because the options' effect would have been anti-dilutive. For the years ended December 31, 2019, 2018 and 2017, there were 338,748 shares, 420,524 shares and 463,800 shares, respectively, issued from the exercise of stock options.

7.	Property and Equipment

Major classes of property and equipment are summarized as follows (in thousands):

	December 31,
	2019				2018
Furniture and equipment	$	150,640			$	97,577
Leasehold improvements	49,625				43,065
Finance leases	641				—
Property and equipment-gross	200,906				140,642
Accumulated depreciation and amortization	(115,275		)		(89,215		)
Property and equipment-net	$	85,631			$	51,427

Depreciation and amortization expense related to property and equipment for the years ended December 31, 2019, 2018 and 2017 was $27.6 million, $25.5 million and $9.5 million, respectively.

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8.	Goodwill and Other Intangible Assets

The changes in the carrying amounts of goodwill during fiscal years 2019 and 2018 were as follows (in thousands):

	Goodwill Balance
Goodwill at December 31, 2017	$	1,084,560
Acquisition fair value adjustment	1,246
Goodwill at December 31, 2018	1,085,806
Acquisitions	105,453
Goodwill at December 31, 2019	$	1,191,259

Other intangible assets consisted of the following (in thousands):

	December 31, 2019												December 31, 2018
	Gross Carrying Amount				Accumulated Amortization				Net Carrying Amount				Gross Carrying Amount				Accumulated Amortization				Net Carrying Amount
Other intangible assets:
Contract and program intangible assets	$	402,532			$	221,437			$	181,095			$	355,932			$	201,298			$	154,634
Capitalized software cost for internal use	52,411				36,728				15,683				50,925				33,597				17,328
Total other intangible assets-net	$	454,943			$	258,165			$	196,778			$	406,857			$	234,895			$	171,962

Amortization expense relating to intangible assets for the years ended December 31, 2019, 2018 and 2017 was $25.4 million, $26.3 million and $23.5 million, respectively. We estimate that we will have the following amortization expense for the future periods indicated below (in thousands):

Year ending:
December 31, 2020	$	25,402
December 31, 2021	$	23,170
December 31, 2022	$	20,237
December 31, 2023	$	16,943
December 31, 2024	$	15,202

9.	Debt

Revolving Credit Facility - We maintain a credit agreement with a syndicate of lenders led by Bank of America, N.A., as sole administrative agent. The credit agreement provides for a $500 million revolving credit facility, with a $75 million letter of credit sublimit and a $30 million swing line loan sublimit. The credit agreement also includes an accordion feature that permits us to arrange with the lenders for the provision of additional commitments. The maturity date is August 17, 2022.

Borrowings under our credit agreement are collateralized by substantially all of our assets and our Material Subsidiaries (as defined in the credit agreement) and bear interest at one of the following variable rates as selected by us at the time of borrowing: a LIBOR based rate plus market spreads (1.25% to 2.25% based on our consolidated total leverage ratio) or Bank of America's base rate plus market spreads (0.25% to 1.25% based on our consolidated total leverage ratio). The aggregate annual weighted average interest rates were 4.11% and 3.91% for the years ended December 31, 2019 and 2018, respectively.

The terms of the credit agreement permit prepayment and termination of the loan commitments at any time, subject to certain

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conditions. The credit agreement requires us to comply with specified financial covenants, including the maintenance of certain leverage ratios and a certain consolidated coverage ratio. The credit agreement also contains various covenants, including affirmative covenants with respect to certain reporting requirements and maintaining certain business activities, and negative covenants that, among other things, may limit or impose restrictions on our ability to incur liens, incur additional indebtedness, make investments, make acquisitions and undertake certain other actions. As of, and during the fiscal years ending, December 31, 2019 and 2018, we were in compliance with our financial covenants under the credit agreement.

There was $36.5 million and $7.5 million outstanding on our revolving credit facility at December 31, 2019 and 2018, respectively. The weighted average borrowings under the revolving portion of the facility during the years ended December 31, 2019 and 2018 were $37.0 million and $34.2 million, respectively. The maximum available borrowing under the revolving credit facility at December 31, 2019 was $457.7 million. At December 31, 2019 and 2018, we had $5.8 million and $9.6 million, respectively, outstanding on our letter of credit that reduces our availability to borrow under our revolving credit facility.

10.	Commitments and Contingencies

Contracts with the U.S. government, including subcontracts, are subject to extensive legal and regulatory requirements and, from time-to-time, agencies of the U.S. government, in the ordinary course of business, investigate whether our operations are conducted in accordance with these requirements and the terms of the relevant contracts. U.S. government investigations of us, whether related to our U.S. government contracts or conducted for other reasons, could result in administrative, civil, or criminal liabilities, including repayments, fines or penalties being imposed upon us, or could lead to suspension or debarment from future U.S. government contracting activities. Management believes it has adequately reserved for any losses that may be experienced from any investigation of which it is aware. The Defense Contract Audit Agency has completed our incurred cost audits through 2016 with no material adjustments. The remaining audits for 2017 through 2019 are not expected to have a material effect on our financial position, results of operations or cash flow and management believes it has adequately reserved for any losses.

In the normal course of business, we are involved in certain governmental and legal proceedings, claims and disputes and have litigation pending under several suits. We believe that the ultimate resolution of these matters will not have a material effect on our financial position, results of operations or cash flows, except for the matter noted below.

An officer of our Company was party to an arbitration proceeding with a former employer relating to a breach of a contract claim.  Pursuant to indemnification arrangements we have with this officer, we were exposed to a loss related to this claim.  During 2019, we settled the claim. The settlement amount was not material to our consolidated financial statements.

We have $5.8 million outstanding on our letter of credit, of which $5.7 million is related to an outstanding performance bond in connection with a contract between ManTech MENA, LLC and Jadwalean International Operations and Management Company to fulfill technical support requirements for the Royal Saudi Air Force.

11.	Stockholders' Equity and Stock-Based Compensation

Common Stock - We have 150,000,000 shares of authorized Class A common stock, par value $0.01 per share. We have 50,000,000 shares of authorized Class B common stock, par value $0.01 per share. On December 31, 2019, there were 26,991,747 shares of Class A common stock outstanding, 244,113 shares of Class A common stock recorded as treasury stock and 13,187,195 shares of Class B common stock outstanding.

Holders of Class A common stock are entitled to one vote for each share held of record and holders of Class B common stock are entitled to ten votes for each share held of record, except with respect to any “going private transaction” (generally, a transaction in which George J. Pedersen (our Executive Chairman and Chairman of the Board), his affiliates, his direct and indirect permitted transferees or a group, generally including Mr. Pedersen, such affiliates and permitted transferees, seek to buy all outstanding shares), as to which each share of Class A common stock and Class B common stock are entitled to one vote per share. The Class A common stock and the Class B common stock vote together as a single class on all matters submitted to a vote of stockholders, including the election of directors, except as required by law. Holders of common stock do not have cumulative voting rights in the election of directors.

Stockholders are entitled to receive, when and if declared by the Board of Directors from time-to-time, such dividends and other distributions in cash, stock or property from our assets or funds legally and contractually available for such purposes subject to any dividend preferences that may be attributable to preferred stock that may be authorized. Each share of Class A common stock and Class B common stock is equal in respect to dividends and other distributions in cash, stock or property, except that in the case of stock dividends, only shares of Class A common stock will be distributed with respect to the Class A common stock and only shares of Class B common stock will be distributed with respect to Class B common stock. In no event will either Class A

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common stock or Class B common stock be split, divided or combined unless the other class is proportionately split, divided or combined.

The shares of Class A common stock are not convertible into any other series or class of securities. Each share of Class B common stock, however, is freely convertible into one share of Class A common stock at the option of the Class B stockholder. Upon the death of Mr. Pedersen, all outstanding shares of Class B common stock automatically convert to Class A common stock.

Preferred Stock - We are authorized to issue an aggregate of 20,000,000 shares of preferred stock, $0.01 par value per share, the terms and conditions of which are determined by our Board of Directors upon issuance. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of holders of any shares of preferred stock that we may designate and issue in the future. At December 31, 2019 and 2018, no shares of preferred stock were outstanding and the Board of Directors currently has no plans to issue a series of preferred stock.

Accounting for Stock-Based Compensation:

Our 2016 Management Incentive Plan (the Plan) was designed to attract, retain and motivate key employees. The types of awards available under the Plan include stock options, restricted stock and RSUs, among others. Equity awards granted under the Plan are settled in shares of Class A common stock. At the beginning of each year, the Plan provides that the number of shares available for issuance automatically increases by an amount equal to 1.5% of the total number of shares of Class A and Class B common stock outstanding on December 31st of the previous year. On January 2, 2020, there were 602,681 additional shares made available for issuance under the Plan. Through December 31, 2019, the Board of Directors has authorized the issuance of up to 15,148,321 shares under this Plan. Through December 31, 2019, the remaining aggregate number of shares of our common stock available for future grants under the Plan was 6,416,141. The Plan expires in March 2026.

The Plan is administered by the compensation committee of our Board of Directors, along with its delegates. Subject to the express provisions of the Plan, the committee has the Board of Directors' authority to administer and interpret the Plan, including the discretion to determine the exercise price, vesting schedule, contractual life and the number of shares to be issued.

Stock Compensation Expense - For the years ended December 31, 2019, 2018 and 2017, we recorded $7.5 million, $5.1 million and $6.3 million of stock-based compensation expense, respectively. No compensation expense of employees with stock awards was capitalized during the years ended December 31, 2019, 2018 and 2017. For the year ended December 31, 2019, 2018 and 2017 we recorded $2.1 million, $3.4 million and $2.7 million, respectively, to income tax benefit related to the exercise of stock options, vested cancellations and the vesting of restricted stock and restricted stock units. 

Stock Options - Under the Plan, we have issued stock options. A stock option granted gives the holder the right, but not the obligation to purchase a certain number of shares at a predetermined price for a specific period of time. We typically issue options that vest over three years in equal installments beginning on the first anniversary of the date of grant. Under the terms of the Plan, the contractual life of the option grants may not exceed eight years. During the years ended December 31, 2019, 2018 and 2017, we issued options that expire five years from the date of grant.

Fair Value Determination - We have used the Black-Scholes-Merton option pricing model to determine fair value of our stock option awards on the date of grant. We will reconsider the use of the Black-Scholes-Merton model if additional information becomes available in the future that indicates another model would be more appropriate or if grants issued in future periods have characteristics that cannot be reasonably estimated under this model.

The following weighted-average assumptions were used for option grants during the years ended December 31, 2019, 2018 and 2017:

•	Volatility - The expected volatility of the options granted was estimated based upon historical volatility of our share price through weekly observations of our trading history.

•	Expected life of options - The expected life of options granted to employees was determined from historical exercises of the grantee population. The options had graded vesting over three years in equal installments beginning on the first anniversary of the date of the grant and a contractual term of five years.

•	Risk-free interest rate - The yield on zero-coupon U.S. Treasury strips was used to extrapolate a forward-yield curve. This “term structure” of future interest rates was then input into a numeric model to provide the equivalent risk-free rate to be used in the Black-Scholes-Merton model based on the expected term of the underlying grants.

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•	Dividend yield - The Black-Scholes-Merton valuation model requires an expected dividend yield as an input. For the years ended December 31, 2019, 2018 and 2017, we have calculated our expected dividend yield based on an expected annual cash dividend of $1.08 per share, $1.00 per share and $0.84 per share, respectively.

The following table summarizes weighted-average assumptions used in our calculations of fair value for the years ended December 31, 2019, 2018 and 2017:

	Year Ended December 31,
	2019			2018			2017
Volatility	27.21	%		26.57	%		25.59	%
Expected life of options	3 years			3 years			3 years
Risk-free interest rate	1.98	%		2.72	%		1.72	%
Dividend yield	1.76	%		2.00	%		2.75	%

Stock Option Activity - The weighted-average fair value of options granted during the years ended December 31, 2019, 2018 and 2017, as determined under the Black-Scholes-Merton valuation model, was $12.07, $10.42 and $6.75, respectively. Option grants that vested during the years ended December 31, 2019, 2018 and 2017 had a combined fair value of $2.5 million, $1.5 million and $1.7 million, respectively.

The following table summarizes stock option activity for the years ended December 31, 2019, 2018 and 2017:

	Number of Shares			Weighted Average Exercise Price				Aggregate Intrinsic Value (in thousands)				Weighted Average Remaining Contractual Life
Stock options outstanding at December 31, 2016	1,160,419			$	29.93			$	14,299
Granted	534,030			$	42.90
Exercised	(463,800	)		$	29.34			$	7,203
Cancelled and expired	(61,241	)		$	33.80
Stock options outstanding at December 31, 2017	1,169,408			$	35.88			$	16,731
Granted	466,828			$	54.87
Exercised	(420,524	)		$	30.05			$	12,411
Cancelled and expired	(122,312	)		$	43.85
Stock options outstanding at December 31, 2018	1,093,400			$	45.34			$	8,776
Granted	489,947			$	63.87
Exercised	(338,748	)		$	37.94			$	9,641
Cancelled and expired	(108,504	)		$	51.21
Stock options outstanding at December 31, 2019	1,136,095			$	54.98			$	28,291			4 years
Stock options exercisable at December 31, 2019	290,540			$	44.90			$	10,163			3 years

                    

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The following table summarizes non-vested stock options for the year ended December 31, 2019:

	Number of Shares			Weighted Average Fair Value
Non-vested stock options at December 31, 2018	774,402			$	8.77
Granted	489,947			$	12.07
Vested	(314,588	)		$	8.06
Cancelled	(104,206	)		$	9.31
Non-vested stock options at December 31, 2019	845,555			$	10.88

Unrecognized compensation expense related to outstanding stock options was $7.4 million as of December 31, 2019, which is expected to be recognized over a weighted-average period of 2 years and will be adjusted for forfeitures as they occur.

Restricted Stock - Under the Plan, we have issued restricted stock. A restricted stock award is an issuance of shares that cannot be sold or transferred by the recipient until the vesting period lapses. Restricted stock issued to members of our Board of Directors vest in one year. The related compensation expense is recognized over the service period and is based on the grant date fair value of the stock and the number of shares expected to vest. The grant date fair value of the restricted stock is equal to the closing market price of our common stock on the date of grant.

Restricted Stock Activity - The following table summarizes the restricted stock activity during the years ended December 31, 2019 and 2018:

	Number of Shares			Weighted Average Fair Value
Non-vested restricted stock at December 31, 2017	24,000			$	37.90
Granted	24,000			$	52.83
Vested	(28,000	)		$	40.03
Non-vested restricted stock at December 31, 2018	20,000			$	52.83
Granted	24,000			$	62.66
Vested	(20,000	)		$	52.83
Non-vested restricted stock at December 31, 2019	24,000			$	62.66

RSUs - Under the Plan, we issued performance-based and time-based RSUs. RSUs are not actual shares, but rather a right to receive shares in the future. The shares are not issued and the employee cannot sell or transfer shares prior to vesting and has no voting rights until the RSUs vest. Employees who are granted RSUs do not receive dividend payments during the vesting period. The employees' performance-based RSUs will result in the delivery of shares if (a) performance criteria is met and (b) the employee remains employed, in good standing, through the date of the performance period of two years. The employees' time-based RSUs will result in the delivery of shares in one-third increments on the first, second and third anniversaries of the date of grant. The grant date fair value of the RSUs is equal to the closing market price of our common stock on the grant date less the present value of dividends expected to be awarded during the service period. We recognize the grant date fair value of RSUs of shares we expect to issue as compensation expense ratably over the requisite service period.

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RSU Activity - For performance-based RSUs that vested in 2019 and 2018, each RSU awarded resulted in the issuance of 1.5 shares, which were issued net of applicable payroll tax withholdings. The following table summarizes the RSU activity during the years ended December 31, 2019 and 2018:

	Number of Units			Weighted Average Fair Value
RSUs at December 31, 2017	161,343			$	31.36
Granted	76,713			$	53.97
Vested	(87,200	)		$	28.40
Forfeited	(13,260	)		$	38.98
RSUs at December 31, 2018	137,596			$	45.11
Granted	145,440			$	59.43
Vested	(60,915	)		$	42.75
Forfeited	(11,294	)		$	51.88
RSUs at December 31, 2019	210,827			$	55.31

12.	Retirement Plans

As of December 31, 2019, we maintained a qualified defined contribution plan. Our qualified defined contribution plan covers substantially all employees and complies with Section 401 of the Internal Revenue Code. Under this plan, we stipulated a basic matching contribution that matches a portion of the participants' contribution based upon a defined schedule. Additionally, this plan contains a discretionary contribution component where we may contribute additional amounts based on a percentage of eligible employees' compensation. Contributions are invested by an independent investment company. The choice of investment alternatives is at the election of each participating employee. Our contributions to the plan were approximately $26.7 million, $23.5 million and $20.6 million for the years ended December 31, 2019, 2018 and 2017, respectively.

As of December 31, 2019, we also maintained an Employee Supplemental Savings Plan (ESSP), which is a nonqualified deferred compensation plan for certain key employees. Under this plan, eligible employees could defer up to 75% of qualified annual base compensation and 100% of bonus. In the ESSP, participant deferral accounts are credited with a rate of return based on investment elections as selected by the participant. The assets related to the ESSP are held in a rabbi trust owned by us for benefit of the participating employees. The trust investments are in the form of variable universal life insurance products, which are owned by us. These investments seek to replicate the return of the participant investment elections. Employee contributions to this plan were approximately $3.4 million, $3.4 million and $3.0 million for the years ended December 31, 2019, 2018 and 2017, respectively.

We maintained a nonqualified supplemental defined benefit pension plan for certain retired employees of an acquired company as of December 31, 2019. These plans were informally and partially funded beginning in 1999 through a rabbi trust. Assets held in a rabbi trust are not eligible to be included in the calculation of plan status. At both December 31, 2019 and 2018, 100% of the rabbi trust assets were invested in a money market account with a commercial bank. All covered employees retired prior to 1998. Our benefit obligation was $0.7 million and $0.8 million at December 31, 2019 and 2018, respectively.

13.	Income Taxes

The domestic and foreign components of income operations before income taxes and equity method investments were as follows (in thousands):

	Year Ended December 31,
	2019				2018				2017
Domestic	$	136,164			$	110,514			$	97,718
Foreign	(66		)		91				(476		)
Income from operations before income taxes and equity method investments	$	136,098			$	110,605			$	97,242

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The provision (benefit) for income taxes was comprised of the following components (in thousands):

	Year Ended December 31,
	2019				2018				2017
Federal	$	(9,092	)		$	11,602			$	5,340
State	6,015				4,937				2,523
Foreign	97				133				38
Current provision	(2,980		)		16,672				7,901
Federal	13,451				8,010				(28,013		)
State	2,301				3,586				3,313
Deferred provision (benefit)	15,752				11,596				(24,700		)
Federal	9,440				234				(60		)
State	—				28				—
Non-current provision (benefit) resulting from allocating tax benefits directly to changes in liabilities	9,440				262				(60		)
Provision (benefit) for income taxes	$	22,212			$	28,530			$	(16,859	)

The schedule of effective income tax rate reconciliation is as follows:

	Year Ended December 31,
	2019			2018			2017
Statutory U.S. Federal tax rate	21.0	%		21.0	%		35.0	%
Increase (decrease) in tax rate resulting from:
Research and development credit	(8.8	)%		—	%		—	%
State taxes—net of Federal benefit	4.8	%		6.1	%		3.9	%
Stock-based compensation	(1.3	)%		(2.2	)%		(2.8	)%
ESSP	(1.0	)%		0.4	%		(1.5	)%
Excess executive compensation	0.8	%		0.8	%		0.4	%
Net deferred tax liability remeasurement	—	%		—	%		(52.0	)%
Section 199 deductions	—	%		—	%		(0.4	)%
Other, net	0.8	%		(0.3	)%		0.1	%
Effective tax rate	16.3	%		25.8	%		(17.3	)%

We paid income taxes, net of refunds of $21.4 million for the year ended December 31, 2019. We received an income tax refund, net of payments of $4.3 million for the years ended December 31, 2018. We paid income taxes, net of refunds of $15.9 million for the years ended December 31, 2017.

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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 is as follows (in thousands):

	December 31,
	2019				2018
Goodwill and other intangibles	$	136,882			$	114,532
Lease arrangements	31,128				—
Property and equipment	13,270				8,168
Unbilled receivables - IRC Section 481(a)	5,878				8,816
Gross deferred tax liabilities	187,158				131,516
Lease obligations	(34,146		)		—
Retirement and other liabilities	(18,614		)		(20,707		)
Allowance for potential contract losses and other contract reserves	(2,205		)		(1,681		)
Foreign and state operating loss carryforwards	(2,239		)		(1,709		)
Less: Valuation allowance	1,828				1,537
Gross deferred tax assets	(55,376		)		(22,560		)
Net deferred tax liabilities	$	131,782			$	108,956

At December 31, 2019, we had state and foreign net operating losses of approximately $12.2 million and $7.9 million, respectively. The state net operating losses expire beginning 2027 through 2038. We recorded a full valuation allowance against the foreign net operating losses and a partial valuation allowance against the state net operating losses, as we do not believe those losses will be fully utilized in the future.

A reconciliation of the beginning and ending balances of the total amounts of gross unrecognized tax benefits is as follows (in thousands):

	December 31,
	2019				2018				2017
Gross unrecognized tax benefits at beginning of year	$	490			$	220			$	293
Increases in tax positions for prior years	7,718				36				—
Increases in tax positions for current year	1,839				320				32
Decreases in tax positions for prior years	(412		)		—				—
Lapse in statute of limitations	—				(86		)		(105		)
Gross unrecognized tax benefits at end of year	$	9,635			$	490			$	220

The total liability for gross unrecognized tax benefits as of December 31, 2019, 2018 and 2017 includes $9.6 million, $0.4 million and $0.2 million, respectively, of unrecognized net tax benefits which, if ultimately recognized, would reduce our annual effective tax rate in a future period. These liabilities, along with liabilities for interest and penalties, are included in accounts payable and accrued expenses and Other long-term liabilities in our consolidated balance sheet. Interest, which is included in Interest expense in our consolidated statement of income, was not material for all years presented.

During the year ended December 31, 2019, we recognized an increase in unrecognized tax benefits of approximately $7.7 million related to an increase in research and development tax credits available to us for tax years 2016-2018 and $1.8 million for the 2019 tax year.

We are subject to income taxes in the U.S., various state and foreign jurisdictions. Tax statutes and regulations within each jurisdiction are subject to interpretation and require significant judgment to apply. We are no longer subject to U.S. federal or non-U.S. income tax examinations by tax authorities for the years before 2015. We are no longer subject to U.S. state tax examinations by tax authorities for the years before 2014. We believe it is reasonably possible that within the next year our unrecognized tax benefits may decrease by $1.9 million due to the acceptance of a portion of our amended research and development credits.

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14.	Quarterly Financial Information (Unaudited)

The quarterly financial data reflects, in our opinion, all normal and recurring adjustments to present fairly the results of operations for such periods. Results of any one or more quarters are not necessarily indicative of annual results or continuing trends. The following tables set forth selected unaudited quarterly financial data:

	2019
	March 31,				June 30,				September 30,				December 31,
	(in thousands, except per share data)
Revenues	$	501,930			$	537,037			$	579,179			$	604,413
Operating income	$	28,532			$	33,297			$	38,402			$	38,094
Income from operations before income taxes and equity method investments	$	28,196			$	32,504			$	37,794			$	37,604
Net income	$	21,118			$	24,214			$	27,937			$	40,621
Class A common stock:
Basic weighted average common shares outstanding	26,584				26,707				26,822				26,933
Basic earnings per share	$	0.53			$	0.61			$	0.70			$	1.01
Diluted weighted average common shares outstanding	26,819				26,936				27,128				27,279
Diluted earnings per share	$	0.53			$	0.60			$	0.69			$	1.00
Class B common stock:
Basic weighted average common shares outstanding	13,188				13,188				13,188				13,188
Basic earnings per share	$	0.53			$	0.61			$	0.70			$	1.01
Diluted weighted average common shares outstanding	13,188				13,188				13,188				13,188
Diluted earnings per share	$	0.53			$	0.60			$	0.69			$	1.00
	2018
	March 31,				June 30,				September 30,				December 31,
	(in thousands, except per share data)
Revenues	$	473,236			$	491,044			$	497,205			$	497,072
Operating income	$	26,421			$	28,329			$	29,399			$	28,593
Income from operations before income taxes and equity method investments	$	25,706			$	27,757			$	28,827			$	28,315
Net income	$	20,067			$	19,915			$	21,923			$	20,192
Class A common stock:
Basic weighted average common shares outstanding	26,115				26,339				26,421				26,536
Basic earnings per share	$	0.51			$	0.50			$	0.55			$	0.51
Diluted weighted average common shares outstanding	26,525				26,627				26,743				26,812
Diluted earnings per share	$	0.51			$	0.50			$	0.55			$	0.50
Class B common stock:
Basic weighted average common shares outstanding	13,189				13,189				13,189				13,188
Basic earnings per share	$	0.51			$	0.50			$	0.55			$	0.51
Diluted weighted average common shares outstanding	13,189				13,189				13,189				13,188
Diluted earnings per share	$	0.51			$	0.50			$	0.55			$	0.50

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Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.	Controls and Procedures

•	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

•	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that our receipts and expenditures are being made only in accordance with authorizations of management or our Board of Directors; and

•	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material adverse effect on our financial statements.

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Item 9B.	Other Information

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Item 10.	Directors, Executive Officers and Corporate Governance

Item 11.	Executive Compensation

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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Item 13.	Certain Relationships and Related Transactions, and Director Independence

Item 14.	Principal Accounting Fees and Services

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Item 15.	Exhibits, Financial Statement Schedule

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Item 16.	Form 10-K Summary.

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SCHEDULE II

Valuation and Qualifying Accounts

Activities in our allowance accounts for the years ended December 31, 2019, 2018 and 2017 were as follows (in thousands):

Doubtful Accounts
	Balance at Beginning of Period				Charged to Costs and Expenses			Deductions			Other*			Balance at End of Period
2017	$	7,508			—			—			(1,351	)		$	6,157
2018	$	6,157			—			—			76			$	6,233
2019	$	6,233			3,000			—			2,345			$	11,578

*	Other represents doubtful account reserves released or recorded as part of net revenues for estimated customer disallowances.

Deferred Tax Asset Valuation
	Balance at Beginning of Period				Charged to Costs and Expenses			Deductions			Other			Balance at End of Period
2017	$	272			444			—			1			$	717
2018	$	717			820			—			—			$	1,537
2019	$	1,537			291			—			—			$	1,828