8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 24, 2005

ManTech International Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-49604	22-1852179
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12015 Lee Jackson Highway, Fairfax, VA	22033
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (703) 218-6000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition; and

Item 7.01 Regulation FD Disclosure

On February 24, 2005, ManTech International Corporation announced its financial results for the fiscal quarter ended December 31, 2004 and the fiscal year ended December 31, 2004. A copy of the February 24, 2005 press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 2.05 Costs Associated with Exit or Disposal Activities

On February 24, 2005, ManTech reached a final corporate determination that it would exit the personnel security investigation (PSI) services business and discontinue operations at its ManTech MSM Security Services, Inc. subsidiary (MSM). ManTech reached the determination to sell its MSM business after it concluded that the MSM business no longer furthered ManTech’s long-term strategic objectives. Currently, ManTech intends to sell MSM as a going-concern, and is in the process of identifying potential buyers or interested parties. Currently, ManTech expects to complete the sale or other disposition of the MSM operations by the end of 2005.

At the present time, ManTech is not disclosing an estimate of the total amount or range of amounts expected to be incurred in connection with the disposition and related activities, because ManTech is currently unable in good faith to make a determination of such an estimate. ManTech will file an amended report on Form 8-K under Item 2.05 within four business days after it makes a determination of such an estimate or range of estimates.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description of Exhibit
99.1	ManTech International Corporation Press Release, dated February 24, 2005, announcing financial results for the fiscal quarter ended December 31, 2004 and the fiscal year ended December 31, 2004.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ManTech International Corporation
Date: February 24, 2005	By:	/s/ Ronald R. Spoehel
		Ronald R. Spoehel
		Executive Vice President and
		Chief Financial Officer

EX-99.1

Exhibit 99.1

For additional information contact:

Mark Root	Maureen Crystal
Executive Director, Corporate Communications	Executive Director, Investor Relations
off: 703-218-8397; cell: 703-407-9393	703-218-8262
mark.root@mantech.com	maureen.crystal@mantech.com

ManTech Reports Fourth Quarter and Full-Year 2004 Financial Results

Highlights

• 2004 revenues increased 20 percent to $842.4 million

• Organic revenue growth for the fourth quarter was 14 percent; and 16 percent for the full year 2004

• Fourth quarter diluted EPS of $0.33; and $0.76 for the full year 2004

• Defense Security Services contract completed – ManTech to treat MSM as a discontinued operation

FAIRFAX, Virginia,– February 24, 2005 ManTech International Corporation (Nasdaq: MANT), a leading provider of innovative technologies and solutions focused on mission-critical national security programs for the Department of Defense, Intelligence Community, the Department of State, the Department of Justice, Department of Homeland Security, and other federal government customers today announced results for the fourth quarter and for the full year ended December 31, 2004, that reflect strong growth in revenues and profitability in our core business.

“ManTech International Corporation achieved significant operational and strategic progress in 2004 and we continued to execute on our strategic plan to become a tier one industry player in the high-end Department of Defense, Intelligence Community, Department of State, Department of Justice, Department of Homeland Security and federal civilian agency markets,” said George J. Pedersen, Chairman of the Board and CEO, ManTech International Corporation. “In 2004, we achieved strong revenue growth, greatly strengthened our management team and solidly advanced our leadership position – focusing on applying our innovative technologies to become a “go-to” solutions provider for key national security programs. This was a solid quarter for ManTech and a good year overall in terms of our revenues and growth. Total revenues were up 20 percent over the prior year and 18 percent over the prior quarter, operating cash flow was over $7 million for the quarter, and our DSO’s were 79 days excluding MSM. These numbers demonstrate the strength and resilience of our core business despite our experience with the MSM Personnel Security Investigation (PSI) business. MSM completed its DSS contract, and of the $16.4 million of receivables submitted as a result of the final settlement negotiations, we have already

collected $12.7 million and expect to receive payment on the final $3.7 million in early March. With that contract behind us, we have conducted a careful review of our PSI business and decided to place that unit into discontinued operations and offer it for sale. We are now concentrating fully on achieving growth in our primary target markets and continuing to pursue attractive acquisition opportunities.”

Fourth Quarter Results

For the fourth quarter of 2004, ManTech reported revenue of $229.8 million, up $35.0 million, or 18 percent, compared to $194.8 million for the same period in 2003. The results reflect an organic growth rate of 14 percent from the comparable period in 2003.

Operating income for the quarter was $16.2 million, compared to $16.8 for the fourth quarter of 2003. Operating margin for the quarter was 7.1 percent compared with 8.6 percent for the same period in 2003, reflecting the impact of MSM operations. Diluted EPS were $0.33 for the fourth quarter of 2004, as compared to $0.31 in 2003.

Full Year 2004

Revenues for the full year 2004 were $842.4 million, up $140.8 million, or 20 percent, over 2003 revenues of $701.6 million. Sales growth in 2004 was attributable to new business supporting national security programs for the Department of Defense, Intelligence Community, Homeland Security, Department of State and federal civilian agency customers. The results reflect a full year organic growth rate of 16 percent based on year-over-year pro forma revenue.

Operating income for 2004 was $40.9 million, as compared to $61.0 million in 2003. The decrease was primarily attributable to the difficulties in the MSM subsidiary, which had an operating loss of approximately $27.5 million. Without MSM our operating income was over $68 million. Operating margins for the year 2004 were 4.9 percent, compared to 8.7 percent in 2003. Net income from continuing operations was $24.7 million for 2004, compared to $35.2 million for 2003. Diluted EPS for 2004 were $0.76, as compared to $1.09 in 2003.

Business Highlights

• During 2004, ManTech was awarded contracts with an estimated value of approximately of $1.2 billion. Due to the nature of our business, several of our large awards were not announced.

• In January 2005 ManTech announced that it completed the transfer of its ManTech Environmental Technology Inc. business unit to Alion Science and Technology Corporation. The financial terms of the arrangement included an all cash payment of $7 million, which is expected to result in a gain of over $3.5 million in the first quarter of 2005.

Key Performance Metrics

Reported backlog as of December 31, 2004 was $1.7 billion, an increase from $1.5 billion as of December 31, 2003. Funded backlog also increased during the year to $450 million from $375 million at the end of 2003. ManTech derived approximately 86 percent of its revenue during 2004 from prime contracts and approximately 44 percent of its revenue from work under GSA schedule contracts. Revenue from the Department of Defense, the Intelligence Community, the Department of State and the Department of Homeland Security, accounted for 92 percent of revenue during 2004. ManTech’s time and materials contracts accounted for 61 percent of revenue, while fixed-price contracts accounted for 11 percent of revenue and cost-plus contracts accounted for 28 percent of revenue. Revenue derived from secure systems and information technology solutions grew to 85 percent of revenue in 2004, compared to 82 percent in 2003.

“As we enter 2004, strong budget trends for our markets, our solid balance sheet, our expanded leadership team and our strong core business will allow us to capitalize on the momentum created from our unified business platform,” said Robert A. Coleman, President and Chief Operating Officer, ManTech International Corporation. “Information technology that helps the U.S. government to securely share information to fight the war on terror remains in demand and we are poised to continue to provide those services.”

Company Guidance

ManTech’s guidance for the first quarter and full year 2005 reflects the continuation of very strong underlying trends in its national security business, the divestiture of its METI subsidiary, and the discontinuation of its MSM operations, but does not include any future acquisitions or divestitures.

	1st Quarter 2005	Full Year 2005
Revenue	$214 million - $218 million	$930 million - $950 million
Diluted Earnings Per Share	$0.38 – $0.40	$1.40 – $1.50

Conference Call:

ManTech executive management will hold a conference call today at 5 p.m. EST, to discuss fourth quarter and 2004 year end results and answer questions. Interested parties may access the call by dialing (800) 565-5442 (domestic) or (913) 981-5591 (international). The conference call will be Webcast (listen only) simultaneously via the Internet at www.mantech.com. Interested parties should dial in or log on approximately ten minutes prior to the start of the call. A replay of the call will be available beginning at 9 p.m. today and will remain available through midnight, March 10. To access the replay, call (888) 203-1112 (domestic) or (719) 457-0820 (international). The confirmation code for the replay is 8814209. A replay will also be available on ManTech’s Website approximately two hours after the conclusion of the call.

About ManTech International Corporation:

Headquartered in Fairfax, Virginia, ManTech International Corporation is a leading provider of innovative technologies and solutions for mission-critical national security programs for the Department of Defense, the Intelligence Community, the Department of State, the Department of Justice, the Department of Homeland Security and other U.S. federal government customers. The company’s expertise includes software development, enterprise security architecture, information assurance, intelligence operations support, network and critical infrastructure protection, information technology, communications integration and engineering support. The company supports the advanced telecommunications systems that are used in Operation Iraqi Freedom and in other parts of the world; provides the physical and cyber security to protect U.S. embassies all over the world; has developed a secure, collaborative communications system for the U.S. Department of Homeland Security; and is helping the Department of Justice’s U.S. Marshall Service deploy a common, office automation system. With annual revenues of $842 million and more than 5,500 highly qualified employees and several thousand consultants, the company operates in the United States and more than 30 countries worldwide. In 2004, ManTech was selected by Business Week magazine as one of the Top 100 Hot Growth Companies and was ranked by VARBusiness magazine as one of its Top 50 Fastest-Growing Solution Providers. Additional information on ManTech can be found at www.mantech.com.

Forward-Looking Information:

Statements and assumptions made in this press release, which do not address historical facts, constitute “forward-looking” statements that ManTech believes to be within the definition in the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties, many of which are outside of our control. Words such as “may,” “will,” “intends,” “should,” “expects,” “plans,” “projects,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or “opportunity,” or the negative of these terms or words of similar import are intended to identify forward-looking statements.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: adverse changes in U.S. government spending priorities; failure to retain existing U.S. government contracts or win new contracts; failure to obtain option awards, task orders, or funding under contracts; risks of contract performance; uncertainties specifically related to discontinued operations; adverse results of U.S. government audits of our U.S. government contracts; risks associated with complex U.S. government procurement laws and regulations; failure to experience favorable results from acquisition synergies; risks of contract termination, either for default or for the convenience of the U.S. government; and material changes in laws or regulations applicable to the company’s businesses. These and other risk factors are more fully discussed in the section entitled “Risks Related to the Company’s Business” in ManTech’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2004, and, from time to time, in ManTech’s other filings with the Securities and Exchange Commission, including among others, its reports on Form 8-K and Form 10-Q.

The forward-looking statements included in this news release are only made as of the date of this news release and ManTech undertakes no obligation to publicly update any of the forward-looking statements made herein, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.

MANTECH INTERNATIONAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

	December 31,
	2004		2003
ASSETS
CURRENT ASSETS :
Cash and cash equivalents	$	22,935	$	9,166
Cash in escrow		—		829
Receivables—net		215,767		204,539
Prepaid expenses and other		9,524		17,527
Assets held for sale		806		938
Total current assets		249,032		232,999
Property and equipment—net		13,815		10,920
Goodwill		156,402		149,548
Other intangibles		19,798		15,741
Investments		6,011		5,560
Employee supplemental savings plan assets		12,208		10,594
Other assets		10,316		10,378
TOTAL ASSETS	$	467,582	$	435,740

MANTECH INTERNATIONAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

	December 31,
	2004			2003
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES :
Current portion of debt	$	25,080		$	77
Accounts payable and accrued expenses		53,757			45,157
Accrued salaries and related expenses		36,084			30,548
Deferred income taxes—current		5,860			20,092
Billings in excess of revenue earned		5,543			4,514
Liabilities held for sale		425			770
Total Current Liabilities		126,749			101,158
Debt—net of current portion		104			25,184
Accrued retirement		13,434			11,914
Other long-term liabilities		5,793			5,178
Deferred income taxes—non-current		923			4,553
Minority interest		56			49
TOTAL LIABILITIES	$	147,059		$	148,036
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Common stock, Class A—$0.01 par value; 150,000,000 shares authorized; 17,418,950 and 17,047,820 shares issued and outstanding at December 31, 2004 and 2003, respectively	$	174		$	170
Common stock, Class B—$0.01 par value; 50,000,000 shares authorized; 15,065,293 and 15,075,293 shares issued and outstanding at December 31, 2004 and 2003, respectively		151			151
Additional paid-in capital		219,664			212,564
Retained earnings		100,710			76,003
Accumulated other comprehensive income (loss)		205			(1,184	)
Unearned ESOP shares		(381	)		—
Deferred compensation		640			640
Shares held in grantor trust		(640	)		(640	)
TOTAL STOCKHOLDERS’ EQUITY		320,523			287,704
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	467,582		$	435,740

MANTECH INTERNATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in Thousands Except Per Share Amounts)

	Three Month Ended December 31,						Year Ended December 31,
	2004			2003			2004			2003
REVENUES	$	229,811		$	194,812		$	842,422		$	701,601
COST OF SERVICES		188,660			158,175			713,436			569,768
GROSS PROFIT		41,151			36,637			128,986			131,833
COSTS AND EXPENSES :
General and administrative		23,047			18,661			82,604			66,318
Depreciation and amortization		1,867			1,193			5,437			4,551
Total costs and expenses		24,914			19,854			88,041			70,869
INCOME FROM OPERATIONS		16,237			16,783			40,945			60,964
Interest expense		516			478			2,176			2,117
Equity in (earnings) losses of affiliates		(152	)		(182	)		(574	)		662
Other (income)		(370	)		(518	)		(553	)		(1,034	)
INCOME BEFORE PROVISION FOR INCOME TAXES AND MINORITY INTEREST		16,243			17,005			39,896			59,219
Provision for income taxes		(5,497	)		(6,908	)		(15,182	)		(24,052	)
Minority interest		(2	)		(3	)		(7	)		(7	)
NET INCOME	$	10,744		$	10,094		$	24,707		$	35,160
BASIC EARNINGS (LOSS ) PER SHARE:
Income from continuing operations	$	0.33		$	0.31		$	0.76		$	1.10
Loss on disposal of discontinued operations		—			—			—			—
	$	0.33		$	0.31		$	0.76		$	1.10
Weighted average common shares outstanding		32,437,937			32,084,941			32,302,285			31,988,143
DILUTED EARNINGS (LOSS ) PER SHARE:
Income from continuing operations	$	0.33		$	0.31		$	0.76		$	1.09
Loss on disposal of discontinued operations		—			—			—			—
	$	0.33		$	0.31		$	0.76		$	1.09
Weighted average common shares outstanding		32,916,281			32,495,649			32,478,946			32,190,523

MANTECH INTERNATIONAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

	Year Ended December 31,
	2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	24,707		$	35,160
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Equity in (earnings) losses of affiliates		(572	)		662
Gain on sale of investment in GSE		—			(176	)
Deferred income taxes		(17,862	)		8,334
Depreciation and amortization		7,235			7,772
Change in assets and liabilities—net of effect from acquired and disposed businesses:
Increase in receivables		(11,228	)		(58,297	)
Prepaid expenses and other		8,003			(10,305	)
Accounts payable and accrued expenses		8,600			6,881
Accrued salaries and related expenses		5,536			4,550
Billings in excess of revenue earned		1,029			1,346
Accrued retirement		1,520			2,359
Other		35			196
Net cash (used in) provided by operating activities of continuing operations		27,003			(1,518	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment and software for internal use		(6,351	)		(3,336	)
Proceeds from sales of property and equipment		—			2
Investment in capitalized software products		(120	)		(1,752	)
Acquisition of Businesses		(10,969	)		(69,155	)
Dividends from MASI U.K.		357			315
Net cash used in investing activities of continuing operations		(17,083	)		(73,926	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options		3,930			2,121
Payment of not-to-compete financings		—			(1,000	)
Net cash provided by (used in) financing activities of continuing operations		3,930			1,121
NET CASH FLOWS FROM DISCONTINUED OPERATIONS		(81	)		2,393
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		13,769			(71,930	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		9,166			81,096
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	22,935		$	9,166