8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 31, 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 2.01 Completion of Acquisition or Disposition of Assets

On June 1, 2005, ManTech International Corporation (depending on the circumstances, “ManTech,” “we,” “our,” “ours,” or “us”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to report the completion of our acquisition of Gray Hawk Systems, Inc. (“Gray Hawk”). The Initial Form 8-K is incorporated herein by reference. We are filing this Amended Current Report on Form 8-K (this “Form 8-K/A”) to report the financial statements and unaudited pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K, respectively.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

The unaudited financial statements of Gray Hawk for the three month periods ended March 31, 2005 and 2004 are filed with this Form 8-K/A as Exhibit 99.2. The financial statements of Gray Hawk for the fiscal years ended December 31, 2004 and 2003, and the report of Aronson & Company, independent auditors as of and for the fiscal years ended December 31, 2004 and 2003, relating to the audited financial statements for the years ended December 31, 2004 and 2003, are filed with this Form 8-K/A as Exhibit 99.3.

(b) Pro Forma Financial Information.

The unaudited pro forma financial information included with this Form 8-K/A has been prepared to illustrate the pro forma effects for the acquisition of Gray Hawk. The unaudited pro forma condensed combined statements of income for the three months ended March 31, 2005 and the fiscal year ended December 31, 2004 are filed with this Form 8-K/A as Exhibit 99.4. The unaudited pro forma condensed combined statements of income for the three months ended March 31, 2005 and the fiscal year ended December 31, 2004 give effect to the acquisition of Gray Hawk as if it had occurred at the beginning of such respective periods. All pro forma information in this Form 8-K/A has been prepared for informational purposes only and does not purport to be indicative of what would have resulted had the acquisition actually occurred on the dates indicated or what may result in the future.

(c) Exhibits.

Exhibit No.	Description of Exhibit
2.1	Agreement and Plan of Merger by and among Gray Hawk Systems, Inc., certain shareholders of Gray Hawk Systems, Inc., Project Owl, Inc., the Shareholder Representative and ManTech International Corporation, dated as of May 3, 2005 (incorporated herein by reference from registrant’s Current Report on Form 8-K filed with the SEC on May 4, 2005).
23.1*	Consent of Independent Auditors.
99.1	ManTech International Corporation Press Release, dated June 1, 2005, announcing the completion of the acquisition of Gray Hawk Systems, Inc. by ManTech (incorporated herein by reference from registrant’s Current Report on Form 8-K filed with the SEC on June 1, 2005).
99.2 *	Unaudited Financial Statements of Gray Hawk for the three month periods ended March 31, 2005 and 2004.
99.3 *	Report of Aronson & Company, Independent Auditors, and the Financial Statements of Gray Hawk for the fiscal years ended December 31, 2004 and 2003.
99.4 *	ManTech International Corporation Unaudited Pro Forma Condensed Combined Statements of Income for the three months ended March 31, 2005 and the fiscal year ended December 31, 2004.

* Filed herewith

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: August 15, 2005	By:	/s/ Kevin M. Phillips
		Kevin M. Phillips
		Vice President

EX-23.1

Exhibit 23.1

	700 KING FARM BOULEVARD, SUITE 300
	ROCKVILLE, MARYLAND 20850
	PHONE 301.231.6200
	FAX 301.231.7630

INDEPENDENT AUDITORS’ CONSENT

Board of Directors

ManTech International Corporation

Fairfax, Virginia

We consent to the use in this Amendment No. 1 to Form 8-K of ManTech International Corporation of our report dated April 1, 2005 on the financial statements of Grayhawk Systems, Inc. for the years ended December 31, 2004 and 2003.

Aronson & Company

August 9, 2005

CERTIFIED PUBLIC ACCOUNTANTS AND MANAGEMENT CONSULTANTS

EX-99.2

Exhibit 99.2

Gray Hawk Systems, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	(Unaudited)
	March 31, 2005			December 31, 2004
Assets
Current assets
Cash and cash equivalents	$	—		$	80,113
Accounts receivable - contracts		17,664,743			15,786,333
Prepaid expenses		326,388			191,253
Total current assets		17,991,131			16,057,699
Property and equipment		1,855,588			1,840,994
Less: Accumulated depreciation		(1,073,740	)		(947,143	)
Net property and equipment		781,848			893,851
Other assets
Deposits		246,262			120,218
Contract intangible		202,841			202,841
Certificate of deposit - restricte d		37,814			37,768
Goodwill		8,256,549			8,143,515
Total other assets		8,743,466			8,504,342
Total assets	$	27,516,445		$	25,455,892

The accompanying Notes to Financial Statements are an integral part of

these financial statements.

Gray Hawk Systems, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	(Unaudited)
	March 31, 2005			December 31, 2004
Liabilities and Stockholders’ Equity
Current liabilities
Bank overdraft	$	—		$	1,537,661
Note payable - Line of credit		7,520,000			5,635,000
Note payable		145,000			145,000
Accounts payable		3,410,726			2,333,989
Accrued wages and expenses		3,671,808			3,722,650
Deferred income taxes		207,316			207,316
Deferred revenue		358,658			118,934
Total current liabilities		15,313,508			13,700,550
Long-term liabilities
Note payable		—			145,000
Deferred rent		177,210			102,410
Total liabilities		15,490,718			13,947,960
Commitments and contingencies		—			—
Minority interests		—			—
Stockholders’ equity
Common stock - $.01 par value, 20,000,000 shares authorized, 10,866,078 and 9,392,500 shares, respectively, issued and outstanding		108,661			108,661
Additional paid-in capital		9,036,737			9,036,737
Deferred compensation		(2,151,842	)		(2,151,842	)
Retained earnings		5,032,171			4,514,376
Total stockholders’ equity		12,025,727			11,507,932
Total liabilities and stockholders’ equity	$	27,516,445		$	25,455,892

The accompanying Notes to Financial Statements are an integral part of

these financial statements.

Gray Hawk Systems, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

	(Unaudited)
Three months ended March 31,	2005			2004
Contract revenue	$	18,026,825		$	17,414,430
Direct contract costs
Direct labor		6,860,971			5,046,162
Other direct costs		3,201,246			5,644,360
Total direct contract costs		10,062,217			10,690,522
Gross margin on revenue		7,964,608			6,723,908
Indirect costs
Overhead expenses		4,660,224			3,477,020
General and administrative expenses		2,701,913			2,545,486
Total indirect costs		7,362,137			6,022,506
Income from operations		602,471			701,402
Other income (expense)
Interest expense		(87,741	)		(23,184	)
Miscellaneous income		2,090			1,338
Total other expense		(85,651	)		(21,846	)
Net income before income taxes and minority interests		516,820			679,556
Provision for income taxes		—			—
Net income before minority interests		516,820			679,556
Minority interests		—			—
Net income	$	516,820		$	679,556

The accompanying Notes to Financial Statements are an integral part of

these financial statements.

Gray Hawk Systems, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

	(Unaudited)
Three months ended March 31,	2005			2004
Cash flows from operating activities
Net income	$	516,820		$	679,556
Adjustments to reconcile net income to net cash provided (used) by operating activities
Depreciation and amortization		126,597			(172,971	)
Gain (loss) on disposal of fixed assets		—			—
Stock compensation		—			3,434,800
Minority interests		—			—
Minority interests awarded as compensation		—			—
(Increase) decrease in
Accounts receivable - contracts		(1,878,410	)		(4,738,075	)
Prepaid expenses		(135,135	)		258,447
Deposits		(126,044	)		(23,559	)
Increase (decrease) in
Bank overdraft		(1,537,661	)		(2,184,138	)
Accounts payable		1,076,737			8,539,434
Notes payable		(145,000	)		—
Accrued wages and expenses		(50,842	)		749,672
Deferred income taxes		—			—
Deferred revenue		239,724			(245,372	)
Deferred rent		74,800			—
Net cash provided (used) by operating activities		(1,838,414	)		6,297,794
Cash flows used by investing activities
Purchase of Symmetron, Inc., net of cash acquired		(113,034	)		—
Reinvestment of earnings of certificate of deposit		(46	)		34,612
Proceeds from sale of property and equipment		—			—
Purchase of property and equipment		(14,594	)		—
Net cash used by investing activities		(127,674	)		34,612
Cash flows from financing activities
Principal payments on line of credit		(9,507,000	)		(14,472,000	)
Proceeds from line of credit		11,392,000			11,124,000
Proceeds from exercise of options		—			—
Redemption of common stock		975			(2,860,512	)
Repurchase of minority membership interests		—			—
Net cash (used) provided by financing activities		1,885,975			(6,208,512	)

The accompanying Notes to Financial Statements are an integral part of

these financial statements.

Gray Hawk Systems, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (continued)

	(Unaudited)
Three Months Ended March 31,	2005			2004
Net change in cash	$	(80,113	)	$	123,894
Cash, beginning of year		80,113			—
Cash, end of year	$	—		$	123,894
Actual cash payments for:
Interest	$	87,742		$	23,184
Non-cash financing transactions
Note payable issued for redemption of common stock	$	148,914
Note payable issued for redemption of membership units	$	141,086

The accompanying Notes to Financial Statements are an integral part of

these financial statements.

Gray Hawk Systems, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the three months ending March 31, 2005 and 2004

Unaudited

1. Introduction and Interview Gray Hawk Systems, Inc. (GHSI) was organized under the laws of the Commonwealth of Virginia on September 5, 1995. The Company’s primary business activities are focused on providing information solutions, intelligence analysis, software development and systems engineering services for government clients, in particularly the Department of Defense and the U.S. Intelligence community. On September 19, 2000 the Company formed Gray Hawk Technology Solutions, LLC (GHTS), as a limited liability company under the laws of the Commonwealth of Virginia. As of March 31, 2005 and December 31, 2004, the Company owned 100% of GHTS. On January 17, 2002 the Company formed Hawkeye Systems, LLC (HES), as a limited liability company under the laws of the Commonwealth of Virginia. As of March 31, 2005 and December 31, 2004, the Company owned 100% of HES. On February 5, 2003 the Company formed DB Data Systems, LLC (DB Data) as a limited liability company under the laws of the Commonwealth of Virginia. At March 31, 2005 and December 31, 2004, the Company owned 100% of DB Data. Effective April 8, 2004, the Company acquired all of the membership units representing the minority interests in its subsidiaries GHTS, HES, and DB Data for 1,495,337 shares of GHSI stock. This transaction was accounted for as a purchase. Effective December 7, 2004, GHSI acquired all of the outstanding stock of Symmetron, Inc. (Symmetron) for cash consideration of $3,361,243 including transaction costs. The acquisition was accounted for as a purchase.

Gray Hawk Systems, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the three months ending March 31, 2005 and 2004

Unaudited

2.		Basis of Presentation:    The accompanying consolidated financial statements include the accounts of Gray Hawk Systems, Inc. and its subsidiaries, GHTS, HES, DB Data, and Symmetron (collectively, the Company). The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and note disclosures normally included in the annual financial statements, prepared in accordance with accounting principals generally accepted in the United States of America, have been condensed, or omitted pursuant to those rules and regulations. We recommend that you read these unaudited condensed consolidated financial statements in conjunction with the financial statements and related notes included in Exhibit number 99.3 for the fiscal year ending December 31, 2004 and 2003. We believe that these unaudited condensed consolidated financial statements reflect all adjustments that are necessary to fairly present the financial position, results of operations and cash flows for the interim periods. The results of operations for such interim periods are not necessarily indicative of the results for the full year.
3.	Goodwill	Goodwill represents the excess of the purchase price of the net assets acquired over the fair value of those assets at the purchase date. The changes in the carrying amount of goodwill for the periods ended March 31, 2005 and December 31, 2004 are as follows:
				March 31, 2005		December 31, 2004
		Goodwill related to the acquisition of all of the noncontrolling equity interests in GHTS, HES, and DB Data	$	5,448,213	$	5,448,213
		Goodwill related to the acquisition of Symmetron, Inc.		2,808,336		2,695,302
		Total	$	8,256,549	$	8,143,515
		In July 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). SFAS142 requires goodwill to be tested for impairment on an annual basis, and between annual tests in certain circumstances, and written down when impaired. There can be no assurance that future goodwill impairment tests will not result in a charge to earnings.
4.	Accounts Receivable	Accounts receivable consist of amounts due under contracts in progress with Federal government agencies, primarily the Department of Defense and U.S. Intelligence community. Management deems all accounts receivable to be collectible and all receivables are expected to be collected during the next fiscal year. The components of accounts receivable are:
				March 31, 2005		December 31, 2004
		Billed	$	16,052,297	$	14,556,051
		Unbilled		1,389,556		982,449
		Retention		222,890		247,833
		Total	$	17,664,743	$	15,786,333

Gray Hawk Systems, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the three months ending March 31, 2005 and 2004

Unaudited

5.	Property and Equipment	Property and equipment consist of the following:
				March 31, 2005			December 31, 2004
		Furniture and fixtures	$	136,528		$	135,350
		Office equipment		167,563			167,563
		Computer equipment		1,095,985			1,082,569
		Software		353,413			353,413
		Leasehold improvements		102,099			102,099
		Total	$	1,855,588		$	1,840,994
		Less: Accumulated depreciation		(1,073,740	)		(947,143	)
		Net	$	781,848		$	893,851
6.	Note Payable - Line of Credit	The Company has a line of credit agreement with Wachovia Bank which expires on June 30, 2005. Under the terms of the agreement, the Company can borrow up to the lesser of $10,000,000, or, 90% of the eligible Government accounts receivable plus 80% of eligible commercial accounts receivable less any amounts outstanding under letters of credit. At March 31, 2005 and December 31, 2004, the balance outstanding under the line was $7,520,000 and $5,635,000, respectively. Interest is payable monthly at a variable rate of LIBOR market index rate plus 2.75%, or, the bank’s prime rate. At March 31, 2005 and December 31, 2004, the interest rate was 5.36% and 4.9%, respectively. The line is secured by the assets of the Company. The agreement requires the Company to maintain certain financial covenants, including (i) a minimum tangible net worth of $3,000,000, (ii) maintain a fixed charge coverage ratio of not less than 1.25 to 1. At March 31, 2005, the Company was in compliance with these covenants. The Company has a letter of credit for $34,611 that was issued as security for an operating lease. The letter of credit is secured by a certificate of deposit.
7.	Note Payable	The Company is obligated under the following note payable:
				March 31, 2005			December 31, 2004
		Note payable for the purchase of common stock and membership units of the Company, due in two annual installments of $145,000, no interest, subordinated to the Company’s line of credit, the Company did not impute interest on the note as it was deemed to be immaterial	$	145,000		$	290,000
		Less: Current portion		(145,000	)		(145,000	)

Gray Hawk Systems, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

For the three months ending March 31, 2005 and 2004

Unaudited

		Long-term portion	$        —			$	145,000
		The following is a schedule of future principal maturities of the note payable at:
		Year Ending December 31			Amount
		2006		$	145,000
		Total		$	145,000
8.	Related Party Transactions	Of the rental expense incurred for March 31, 2005 and December 31, 2004, $38,629 and $153,553, respectively, was paid to a partnership in which certain stockholders, members of the Board of Directors, and executive officers are partners.
9.	Commitments and Contingencies	Payments to the Company on cost-reimbursable contracts with the U.S. government are provisional payments subject to adjustment upon audit by DCAA. As of March 31, 2005, the Company has not negotiated any final settlements on indirect cost rates. The Company periodically reviews its cost estimates and experience rates, and adjustments, if needed, are made and reflected in the period in which the estimates are revised. In the opinion of management, redetermination of any cost-based contracts for the open years will not have a material effect on the Company’s financial position or results of operations.
10.	Subsequent Events	On May 3, 2005, the Company entered into a definitive agreement to have all of the Company’s outstanding shares to be acquired by ManTech International, Incorporated. On May 31, 2005 the acquisition of 100 percent of the Company’s outstanding shares was completed. The purchase price for the Merger was $101.5 million in case, which includes $1.5 million related to an initial estimated closing balance sheet adjustment. The purchase price included the full payment of the Company’s outstanding debt, repurchase of employee stock options by the Company, transaction costs and other related transaction expenses. Pursuant to the Merger Agreement, and as security for the Company’s shareholders’ indemnification obligations, an escrow in an amount equal to 10% of the adjusted purchase price has been established for a period of one year following the closing of the Merger, which is to be used to satisfy certain indemnification obligations of the Company’s shareholders.

EX-99.3

Exhibit 99.3

GRAY HAWK SYSTEMS, INC. AND SUBSIDIARIES

AUDITED CONSOLIDATED

FINANCIAL STATEMENTS

AND OTHER FINANCIAL INFORMATION

DECEMBER 31, 2004 AND 2003

Gray Hawk Systems, Inc. and Subsidiaries

Table of Contents

	Page
Independent Auditor’s Report	1
Audited Consolidated Financial Statements
Consolidated Balance Sheet	2 - 3
Consolidated Statements of Income	4
Consolidated Statements of Stockholders’ Equity	5
Consolidated Statements of Cash Flows	6 - 7
Notes to Consolidated Financial Statements	8 - 20
Other Financial Information
Independent Auditor’s Report	21
Consolidating Balance Sheet	22 - 23
Consolidating Statement of Income	24

Independent Auditor’s Report

Board of Directors

Gray Hawk Systems, Inc.

Alexandria, Virginia

We have audited the accompanying consolidated Balance Sheet of Gray Hawk Systems, Inc. and Subsidiaries (an S Corporation) as of December 31, 2004 and 2003, and the related consolidated Statements of Income, Stockholders’ Equity and Cash Flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Gray Hawk Systems, Inc. and Subsidiaries as of December 31, 2004 and 2003, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Rockville, Maryland

April 1, 2005

-1-

December 31,	2004			2003
Assets
Current assets
Cash and cash equivalents	$	80,113		$	—
Accounts receivable - contracts		15,786,333			15,200,403
Prepaid expenses		191,253			507,705
Total current assets		16,057,699			15,708,108
Property and equipment		1,840,994			1,580,494
Less: Accumulated depreciation		(947,143	)		(879,285	)
Net property and equipment		893,851			701,209
Other assets
Deposits		120,218			120,019
Contract intangible		202,841			—
Certificate of deposit - restricted		37,768			34,611
Goodwill		8,143,515			—
Total other assets		8,504,342			154,630
Total assets	$	25,455,892		$	16,563,947

The accompanying Notes to Financial Statements are an integral part of these financial statements.

-2-

Gray Hawk Systems, Inc. and Subsidiaries

Consolidated Balance Sheets

	2004			2003
Liabilities and Stockholders’ Equity
Current liabilities
Bank overdraft	$	1,537,661		$	2,184,138
Note payable - Line of credit		5,635,000			5,002,000
Note payable		145,000			—
Accounts payable		2,333,989			1,685,920
Accrued wages and expenses		3,722,650			2,380,066
Deferred income taxes		207,316			—
Deferred revenue		118,934			245,372
Total current liabilities		13,700,550			11,497,496
Long-term liabilities
Note payable		145,000			—
Deferred rent		102,410			101,404
Total liabilities		13,947,960			11,598,900
Commitments and contingencies		—			—
Minority interests		—			1,357,709
Stockholders’ equity
Common stock - $.01 par value, 20,000,000 shares authorized, 10,866,078 and 9,392,500 shares, respectively, issued and outstanding		108,661			93,925
Additional paid-in capital		9,036,737			44,057
Deferred compensation		(2,151,842	)		—
Retained earnings		4,514,376			3,469,356
Total stockholders’ equity		11,507,932			3,607,338
Total liabilities and stockholders’ equity	$	25,455,892		$	16,563,947

-3-

Gray Hawk Systems, Inc. and Subsidiaries

Consolidated Statements of Income

Years Ended December 31,	2004			2003
Contract revenue	$	69,406,039		$	58,276,325
Direct contract costs
Direct labor		21,807,683			15,637,922
Other direct costs		19,556,875			21,473,356
Total direct contract costs		41,364,558			37,111,278
Gross margin on revenue		28,041,481			21,165,047
Indirect costs
Overhead expenses		17,390,413			12,545,823
General and administrative expenses		8,527,924			5,817,678
Total indirect costs		25,918,337			18,363,501
Income from operations		2,123,144			2,801,546
Other income (expense)
Interest expense		(114,126	)		(120,111	)
Miscellaneous income		12,030			6,095
Total other expense		(102,096	)		(114,016	)
Net income before income taxes and minority interests		2,021,048			2,687,531
Provision for income taxes		52,920			—
Net income before minority interests		1,968,128			2,687,531
Minority interests		(202,256	)		(838,448	)
Net income	$	1,765,872		$	1,849,083

The accompanying Notes to Financial Statements are an integral part of these financial statements.

-4-

Gray Hawk Systems, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

	Common stock					Additional Paid-in Capital			Deferred Compensation			Retained Earnings			Total
Years Ended December 31, 2004 and 2003	Shares		Amount
Balance, January 1, 2003	9,545,000		$	95,450		$	19,352		$	—		$	1,940,248		$	2,055,050
Redemption of common stock for cash	(152,500	)		(1,525	)		—			—			(319,975	)		(321,500	)
Compensation related to the issuance of stock options	—			—			24,705			—			—			24,705
Net income	—			—			—			—			1,849,083			1,849,083
Balance, December 31, 2003	9,392,500			93,925			44,057			—			3,469,356			3,607,338
Redemption of common stock for cash and notes payable	(435,371	)		(4,354	)		(261,013	)		—			(720,852	)		(986,219	)
Common stock issued in exchange for minority interests in subsidiaries	1,495,337			14,953			7,002,663			—			—			7,017,616
Exercise of stock options	22,000			220			7,925			—						8,145
Compensation related to the issuance of common stock	395,500			3,955			1,852,126			(1,856,081	)		—			—
Compensation related to the issuance of stock options	—			—			390,941			(390,941	)		—			—
Amortization of deferred compensation	—			—			—			95,180			—			95,180
Forfeiture of common stock	(3,888	)		(38	)		38			—			—			—
Net income	—			—			—			—			1,765,872			1,765,872
Balance, December 31, 2004	10,866,078		$	108,661		$	9,036,737		$	(2,151,842	)	$	4,514,376		$	11,507,932

The accompanying Notes to Financial Statements are an integral part of these financial statements.

-5-

Gray Hawk Systems, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

Years Ended December 31,	2004			2003
Cash flows from operating activities
Net income	$	1,765,872		$	1,849,083
Adjustments to reconcile net income to net cash provided (used) by operating activities
Depreciation and amortization		564,113			375,469
Gain (loss) on disposal of fixed assets		(509	)		1,915
Stock compensation		95,180			24,705
Minority interests		202,256			838,448
Minority interests awarded as compensation		—			76,943
(Increase) decrease in
Accounts receivable - contracts		15,729			(6,152,279	)
Prepaid expenses		330,342			(214,862	)
Deposits		26,972			(37,412	)
Increase (decrease) in
Bank overdraft		(646,477	)		1,200,275
Accounts payable		643,009			1,065,431
Accrued wages and expenses		1,161,580			739,164
Deferred income taxes		52,920			—
Deferred revenue		(126,438	)		82,196
Deferred rent		1,006			86,080
Net cash provided (used) by operating activities		4,085,555			(64,844	)
Cash flows used by investing activities
Purchase of Symmetron, Inc., net of cash acquired		(3,261,243	)		—
Reinvestment of earnings of certificate of deposit		(3,156	)		—
Proceeds from sale of property and equipment		2,000			—
Purchase of property and equipment		(546,881	)		(401,556	)
Net cash used by investing activities		(3,809,280	)		(401,556	)
Cash flows from financing activities
Principal payments on line of credit		(43,607,000	)		(33,085,000	)
Proceeds from line of credit		44,240,000			34,084,000
Proceeds from exercise of options		8,145			—
Redemption of common stock		(837,307	)		(321,500	)
Repurchase of minority membership interests		—			(211,100	)
Net cash (used) provided by financing activities		(196,162	)		466,400

The accompanying Notes to Financial Statements are an integral part of these financial statements.

-6-

Gray Hawk Systems, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (continued)

Years Ended December 31,	2004			2003
Net change in cash	$	80,113		$	—
Cash, beginning of year		—			—
Cash, end of year	$	80,113		$	—
Actual cash payments for:
Interest	$	114,126		$	120,111
Non-cash financing transactions
Note payable issued for redemption of common stock	$	148,914
Note payable issued for redemption of membership units	$	141,086
Purchase of membership units from minority members of subsidiaries
Fair value of common stock issued	$	7,017,616
Book value of minority interest purchased		(1,418,878	)
Goodwill		(5,448,213	)
Contract intangible		(150,525	)
Net	$	—

The accompanying Notes to Financial Statements are an integral part of these financial statements.

-7-

Gray Hawk Systems, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

1. Organization and significant accounting policies Organization: Gray Hawk Systems, Inc. (GHSI) was organized under the laws of the Commonwealth of Virginia on September 5, 1995. The Company’s primary business activities are focused on providing information solutions, intelligence analysis, software development and systems engineering services for government clients, particularly the Department of Defense and the U.S. Intelligence community. On September 19, 2000 the Company formed Gray Hawk Technology Solutions, LLC (GHTS), as a limited liability company under the laws of the Commonwealth of Virginia. As of December 31, 2004 and 2003, the Company owned 100% and 55% of GHTS, respectively. On January 17, 2002 the Company formed Hawkeye Systems, LLC (HES), as a limited liability company under the laws of the Commonwealth of Virginia. As of December 31, 2004 and 2003, the Company owned 100% and 57%, of HES, respectively. On February 5, 2003 the Company formed DB Data Systems, LLC (DB Data) as a limited liability company under the laws of the Commonwealth of Virginia. At December 31, 2004 and 2003, the Company owned 100% and 74% of DB Data, respectively. Effective April 8, 2004, the Company acquired all of the membership units representing the minority interests in its subsidiaries GHTS, HES, and DB Data for 1,495,337 shares of GHSI stock. This transaction was accounted for as a purchase. Acquisition: Effective December 7, 2004, GHSI acquired all of the outstanding stock of Symmetron, Inc. (Symmetron) for cash consideration of $3,361,243 including transaction costs. The acquisition was accounted for as a purchase. Operations included in these financial statements are from December 8, 2004 through December 31, 2004. The following is a summary of the assets and liabilities acquired and a reconciliation to the cash paid for the purchase:

-8-

Gray Hawk Systems, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Current assets	$	715,548
Property and equipment		83,452
Other assets		27,171
Current liabilities		(340,459	)
Net assets acquired		485,712
Less: Cash acquired		(100,000	)
Add: Goodwill		2,695,302
Contract intangible		180,229
Cash paid for purchase, net	$	3,261,243

Principles of consolidation: The accompanying consolidated financial statements include the accounts of Gray Hawk Systems, Inc. and its subsidiaries, GHTS, HES, DB Data, and Symmetron (collectively, the Company). All significant intercompany balances and transactions have been eliminated in consolidation.

Use of accounting estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents: For purposes of financial statement presentation, the Company considers all highly liquid debt instruments with initial maturities of ninety days or less to be cash equivalents. The Company maintains cash balances which may exceed federally insured limits. Management does not believe that this results in any significant credit risk.

Accounts Receivable: The Company’s estimate of an allowance for doubtful accounts reflects the best estimate of probable losses determined principally on the basis of historical experience and specific allowances for known troubled accounts. All accounts or portions thereof that are deemed to be uncollectible or to require an excessive collection cost are written off to the allowance for doubtful accounts. At December 31, 2004 and 2003, there was no allowance for doubtful accounts.

-9-

Gray Hawk Systems, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Property and equipment: Property and equipment are recorded at the original cost and are being depreciated on a straight-line basis over estimated lives of three to ten years. Depreciation expense for the years ended December 31, 2004 and 2003 was $436,200 and $375,469, respectively.

Intangible assets: The Company recorded intangible assets of $180,229 and $150,525 related to contract backlog pertaining to the Symmetron acquisition and the acquisition of the minority interests in the Company’s subsidiaries, respectively. The Company is amortizing these assets over the intended life of the contracts which can be up to one year in length. Amortization for the year ended December 31, 2004 was $127,913. Estimated future amortization expense for the year ended December 31, 2005 is $202,841.

Goodwill: Goodwill represents the excess of the purchase price of the net assets acquired over the fair value of those net assets at the purchase date. The changes in the carrying amount of goodwill for the years ended December 31, 2004 and 2003 are as follows:

	2004		2003
Balance as of December 31,	$	—	$	—
Goodwill related to the acquisition of all of the noncontrolling equity interests in GHTS, HES and DB Data		5,448,213		—
Goodwill related to the acquisition of Symmetron, Inc.		2,695,302		—
Balance as of December 31,	$	8,143,515	$	—

In July 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). SFAS 142 requires goodwill to be tested for impairment on an annual basis, and between annual tests in certain circumstances, and written down when impaired. Management will perform these tests for the first time during 2005. There can be no assurance that future goodwill impairment tests will not result in a charge to earnings.

-10-

Gray Hawk Systems, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Stock Options: The Company measures compensation expense for its employee stock-based compensation plans using the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. The Company applies the disclosure provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-based Compensation, as amended by SFAS No. 148, Accounting for Stock-based Compensation - Transition and Disclosure as if the fair value-based method has been applied in measuring compensation expense. Under APB No. 25, compensation expense is recognized for the excess of the fair market value of the Company’s stock at the grant date over the exercise price of the option.

As required under SFAS No. 123, the pro forma effects of stock-based compensation on net income for employee stock options granted have been estimated at the date of grant and beginning of the period, respectively, using minimum value method. For purposes of pro forma disclosures, the estimated fair value of the options is amortized to pro forma net income over the options’ vesting period. The following table illustrates the effect on net income if the Company had applied the fair value recognition provisions of SFAS No. 123, to stock-based employee compensation.

	2004			2003
Net income	$	1,765,872		$	1,849,083
Add: Total stock-based employee compensation expense included in the determination of net income		95,180			24,705
Deduct: Total stock-based employee compensation expense determined under a fair value based method for all awards		(99,642	)		(38,574	)
Pro-forma net income	$	1,761,410		$	1,835,214

-11-

Gray Hawk Systems, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Revenue: Revenue from cost-type contracts is recognized as costs are incurred on the basis of direct cost plus allowable indirect costs and an allocable portion of the fixed fee. Revenue from fixed-price type contracts is recognized under the percentage-of-completion method of accounting, with costs and estimated profits included in contract revenue as work is performed. If actual and estimated costs to complete a contract indicate a loss, provision is made currently for the loss anticipated on the contract. Revenue from time and materials contracts is recognized as costs are incurred at amounts represented by the agreed-upon billing amounts.

Revenue recognized on contracts for which billings have not been presented to customers at year end is included in the accounts receivable - contracts classification on the accompanying consolidated balance sheets.

Payments received in advance of the performance of services are included in the accompanying consolidated balance sheets as deferred revenue.

Classification of expenses: The Company classifies expenses into four categories: direct contract costs, fringe benefit expenses, overhead expenses, and general and administrative expenses. These classifications are in accordance with agreements reached with the Department of Defense as to the rate structure the Company uses in billing government contracts.

Income taxes: The Company files its income tax returns on the cash basis, whereby revenue is recognized when received and expenses are recognized when paid. GHSI has elected to be treated as an S Corporation and therefore does not pay Federal and most state corporate income taxes on its taxable income since the tax attributes of the Company are reported on the stockholders’ tax returns. GHTS, HES, and DB Data are taxed as partnerships, and are considered to be disregarded entities whose activity is included in the GHSI return.

Symmetron is a C Corporation that also files its income tax returns on the cash basis. Current income tax expense is the amount of income taxes expected to be payable by Symmetron for the current year. Deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable earnings. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized.

-12-

Gray Hawk Systems, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

2. Accounts Receivable Accounts receivable at December 31, 2004 and 2003, consist of amounts due under contracts in progress with Federal government agencies, primarily the Department of Defense. Management deems all accounts receivable to be collectible and all receivables are expected to be collected during the next fiscal year. The components of accounts receivable are:

	2004		2003
Billed	$	14,556,051	$	14,942,744
Unbilled		982,449		212,847
Retention		247,833		44,812
Total		15,786,333		15,200,403

3. Property and Equipment Property and equipment consist of the following at December 31:

	2004			2003
Furniture and fixtures	$	135,350		$	116,314
Office equipment		167,563			130,329
Computer equipment		1,082,569			995,819
Software		353,413			241,570
Leasehold improvements		102,099			96,462
Total		1,840,994			1,580,494
Less: Accumulated depreciation		(947,143	)		(879,285	)
Net	$	893,851		$	701,209

-13-

Gray Hawk Systems, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

4.	Note Payable – Line of Credit	The Company has a line of credit agreement with Wachovia Bank which expires on June 30, 2005. Under the terms of the agreement, the Company can borrow up to the lesser of $10,000,000, or, 90% of the eligible Government accounts receivable plus 80% of eligible commercial accounts receivable less any amounts outstanding under letters of credit. At December 31, 2004 and 2003, the balance outstanding under the line was $5,635,000 and $5,002,000, respectively. Interest is payable monthly at a variable rate of LIBOR market index rate plus 2.75%, or, the bank’s prime rate. At December 31, 2004, the interest rate was 4.9%. The line is secured by the assets of the Company. The agreement requires the Company to maintain certain financial covenants, including (i) a minimum tangible net worth of $3,000,000, (ii) maintain a fixed charge coverage ration of not less than 1.25 to 1. At December 31, 2004, the Company was in compliance with these covenants. The Company has a letter of credit for $34,611 that was issued as security for an operating lease. The letter of credit is secured by a certificate of deposit.
5.	Note Payable	The Company is obligated under the following note payable at December 31:

	2004			2003
Note payable for the purchase of common stock and membership units of the Company, due in two annual installments of $145,000, no interest, subordinated to the Company’s line of credit, the Company did not impute interest on the note as it was deemed to be immaterial	$	290,000		$	—
Less: Current portion		(145,000	)		—
Long-term portion	$	145,000		$	—

-14-

Gray Hawk Systems, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The following is a schedule of future principal maturities of the note payable at:

Year Ending December 31	Amount
2005	$	145,000
2006		145,000
Total	$	290,000

6. Income Taxes For the years ended December 31, 2004 and 2003, the components of the deferred income tax provision consisted of:

	2004		2003
Federal		43,328		—
State		9,592		—
Provision for income taxes	$	52,920	$	—

The provision for income taxes for the years ended December 31, 2004 and 2003 reflected in the accompanying consolidated financial statements varies from the amount which would have been computed using statutory rates as follows:

	2004			2003
Tax computed at the federal statutory rate	$	687,156		$	—
State income taxes, net of federal income tax benefit		93,372			—
Tax on income attributable to non-taxable entities		(727,608	)		—
Provision for income taxes	$	52,920		$	—

-15-

Gray Hawk Systems, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The deferred income tax liability of $207,316 at December 31, 2004, represents an estimate of the income tax that will be due in future periods from the cumulative temporary differences recognized for financial reporting purposes from that recognized for income tax reporting purposes. At December 31, 2004 and 2003, the components of these temporary differences and the deferred tax liability was as follows:

	2004			2003
Revenue recognized for financial statement reporting purposes, but not for income tax reporting purposes	$	840,115		$	—
Expenses recognized for income tax reporting purposes, but not for financial statement reporting purposes		11,356			—
Expenses recognized for financial statement reporting purposes, but not for income tax reporting purposes		(224,132	)		—
Net operating loss carryforward		(90,528	)		—
Net temporary differences	$	536,811		$	—

7. Operating Leases The Company is obligated, as lessee, under non-cancelable operating leases for office space in Virginia and California. The minimum payments required under the leases are expensed on a pro rata basis over the term of the leases. The difference between the amounts expensed and the required lease payments is reflected as deferred rent in the accompanying consolidated balance sheets.

-16-

Gray Hawk Systems, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The following is a schedule by years of future minimum rental payments required under the operating leases that have an initial or remaining non-cancelable lease term in excess of one year as of December 31, 2004:

Year Ending December 31	Office Space		Other		Total
2005	$	2,034,142	$	100,723	$	2,134,865
2006		1,905,082		70,424		1,975,506
2007		1,735,260		19,508		1,754,768
2008		1,244,756		—		1,244,756
2009		1,187,366		—		1,187,366
Thereafter		7,632,731		—		7,632,731
Total	$	15,739,337	$	190,655	$	15,929,992

		Total rent expense for the years ended December 31, 2004 and 2003 was $2,319,783 and $2,215,775, respectively. Of the 2004 and 2003 rental expense, $153,553 and $124,273, respectively, was paid to a partnership in which certain stockholders of the Company are partners.
8.	Retirement plan	The Company maintains a qualified 401(k) defined contribution plan for all present and future eligible employees. The participants in the 401(k) plan may elect to contribute up to 100% of their gross annual earnings limited to amounts provided by Internal Revenue Service Regulations. At its discretion, the Company can make matching and profit sharing contributions to the plan. During 2004 and 2003, the Company made a profit sharing contribution equal to 3% of each eligible participants compensation. Employees vest immediately in their contributions. Rights to benefits provided by the Company’s contributions vest as follows: 20% after two years and 20% per year thereafter until fully vested at the end of six years. The Company contributed $883,613 and $649,368 to the plan during the years ended December 31, 2004 and 2003.

-17-

Gray Hawk Systems, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

9.	Stock options	Redemption of common stock: During 2004, 435,371 shares of common stock were redeemed for $696,219 in cash plus a note payable for $290,000. During 2003, the Company redeemed 152,500 shares of its common stock for $321,500 in cash. Purchase of common stock: During 2004, option holders exercised their options to purchase 22,000 shares of common stock for $8,145 in cash. Awards of common stock: During 2004, the Company awarded 395,500 shares of common stock to its employees. Compensation expense related to the awards will be amortized to expense over the five year vesting period. Stock options: During 2004 and 2003, the Company issued non-qualified stock options to certain of its employees. The options expire after ten years and vest fully after one year.
		The following table summarizes activity in the stock option plan for the years ended December 31, 2004 and 2003:

	Number of Options		Weighted Average Option Price Per Share
Options outstanding January 1, 2003	208,000		$	0.30
Options granted	1,040,500			1.50
Options exercised	(16,000	)		0.36
Outstanding January 1, 2004	1,232,500			1.31
Options granted	200,000			3.20
Options forfeited or canceled	(202,500	)		1.50
Options exercised	(22,000	)		0.37
Options outstanding as of December 31, 2004	1,208,000		$	1.61
Options exercisable as of December 31, 2004	408,000		$	1.83

-18-

Gray Hawk Systems, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

		As of December 31, 2004, 800,000 of the options were awarded contingent on certain performance factors. No compensation was recognized on these options. Compensation will be recognized when the contingencies are met. If the contingencies had been met as of December 31, 2004, the resulting compensation expense and increase to additional paid-in capital under APB 25 would have been $2,552,000.
10.	Membership transactions of subsidiaries	During 2004 and 2003, GHTS had the following membership transactions: GHTS repurchased 950,000 and 550,000 membership units from members for $137,834 and $248,600, respectively. During 2003 GHTS then re-issued 250,000 membership units to eight new members and one existing member. Compensation expense resulting from the transaction of $37,500 was recorded at the fair value of membership units based on an independent valuation of GHTS. During 2004 and 2003, HES had the following membership transactions: During 2004, HES repurchased 200,000 membership units from a member for $2,774. During 2003 HES granted 1,900,000 membership units to sixteen employees. Compensation expense resulting from the transaction of $176,400 was recorded at the fair value of membership units based on an independent valuation of HES. During 2004 and 2003, DB Data had the following membership transactions: During 2004, DB Data repurchased 200,000 membership units from a member for $478. During 2003 DB Data granted 350,000 membership units to employees. Compensation expense resulting from the transaction of $350 was recorded at the fair value of the membership units.
11.	Shareholders agreement	On April 16, 2004, the Company amended and restated its shareholders agreement. Pursuant to the new shareholders agreement, the Company is no longer required to, but may at its option, purchase the shares of a deceased shareholder. In addition the agreement also removed the requirement of the Company to purchase shares of terminated employees, although it may do so at its option.

-19-

Gray Hawk Systems, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

12. Contract Status Provisional indirect cost rates. Billings under cost-based government contracts are calculated using provisional rates which permit recovery of indirect costs. These rates are subject to audit on an annual basis by the government agencies’ cognizant audit agency. The cost audit will result in the negotiation and determination of the final indirect cost rates which the Company may use for the period(s) audited. The final rates, if different from the provisionals, may create an additional receivable or liability. As of December 31, 2004, the Company has not negotiated any final settlements on indirect cost rates. The Company periodically reviews its cost estimates and experience rates, and adjustments, if needed, are made and reflected in the period in which the estimates are revised. In the opinion of management, redetermination of any cost-based contracts for the open years will not have a material effect on the Company’s financial position or results of operations. The Company has authorized but uncompleted contracts in progress at December 31, 2004, approximately as follows:

Total contract price of initial contract awards including modifications, exercised options, and approved change orders	$	259,272,000
Completed to date		(211,674,000	)
Authorized backlog	$	47,598,000

-20-

Independent Auditor’s Report on Other Financial Information

Board of Directors

Gray Hawk Systems, Inc. and Subsidiaries

Alexandria, Virginia

Our audits were made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole. The accompanying other financial information included on pages 22 through 24 is presented for the purposes of additional analysis and is not a required part of the basic consolidated financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic consolidated financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic consolidated financial statements taken as a whole.

Rockville, Maryland

April 1, 2005

-21-

Year Ended December 31, 2004	Gray Hawk Systems, Inc.			Gray Hawk Technology Solutions, LLC			Hawkeye Systems, LLC			DB Data Systems, LLC			Symmetron, Inc.		Eliminations			Consolidated
Assets
Current assets
Cash and cash equivalents	$	—		$	—		$	—		$	—		$	80,113	$	—		$	80,113
Accounts receivable - contracts		12,046,770			189,761			2,506,888			328,806			840,117		(126,009	)		15,786,333
Prepaid expenses		158,845			13,792			4,128			3,131			11,357		—			191,253
Total current assets		12,205,615			203,553			2,511,016			331,937			931,587		(126,009	)		16,057,699
Property and equipment		1,278,958			186,338			226,462			69,669			79,567		—			1,840,994
Less: Accumulated depreciation		(722,339	)		(94,189	)		(100,006	)		(30,609	)		—		—			(947,143	)
Net property and equipment		556,619			92,149			126,456			39,060			79,567		—			893,851
Other assets
Investment in subsidiaries		8,360,072			—			—			—			—		(8,360,072	)		—
Due from affiliates		814,856			4,595,150			612,805			92			—		(6,022,903	)		—
Deposits		87,676			5,371			—			—			27,171		—			120,218
Contract intangible		37,631			—			—			—			165,210		—			202,841
Certificate of deposit		37,768			—			—			—			—		—			37,768
Goodwill		5,448,213			—			—			—			2,695,302		—			8,143,515
Total other assets		14,786,216			4,600,521			612,805			92			2,887,683		(14,382,975	)		8,504,342
Total assets	$	27,548,450		$	4,896,223		$	3,250,277		$	371,089		$	3,898,837	$	(14,508,984	)	$	25,455,892

See Independent Auditor’s Report on Other Financial Information.

-22-

Gray Hawk Systems, Inc. and Subsidiaries

Consolidating Balance Sheet

	Gray Hawk Systems, Inc.			Gray Hawk Technology Solutions, LLC		Hawkeye Systems, LLC		DB Data Systems, LLC			Symmetron, Inc.		Eliminations			Consolidated
Liabilities and Stockholders’ and Members’ Equity
Current liabilities
Bank overdraft	$	1,463,517		$	51,851	$	6,387	$	15,906		$	—	$	—		$	1,537,661
Line of credit		5,635,000			—		—		—			—		—			5,635,000
Note payable		74,457			68,917		1,387		239								145,000
Accounts payable		2,331,203			70,602		28,481		1,812			27,900		(126,009	)		2,333,989
Accrued wages and expenses		1,658,475			1,048,402		614,832		173,401			227,540		—			3,722,650
Deferred income taxes		—			—		—		—			207,316		—			207,316
Deferred revenue		118,934			—		—		—			—		—			118,934
Total current liabilities		11,281,586			1,239,772		651,087		191,358			462,756		(126,009	)		13,700,550
Long-term liabilities
Deferred rent		102,410			—		—		—			—		—			102,410
Due to affiliates		4,582,065			612,805		213,733		614,300			—		(6,022,903	)		—
Note payable		74,457			68,917		1,387		239			—		—			145,000
Total liabilities		16,040,518			1,921,494		866,207		805,897			462,756		(6,148,912	)		13,947,960
Commitments and contingencies		—			—		—		—			—		—			—
Stockholders’ and members’ equity
Common stock		108,661			—		—		—			1		(1	)		108,661
Additional paid-in capital		9,036,737			—		—		—			3,367,947		(3,367,947	)		9,036,737
Deferred compensation		(2,151,842	)		—		—		—			—		—			(2,151,842	)
Retained earnings and members’ capital (deficit)		4,514,376			2,974,729		2,384,070		(434,808	)		68,133		(4,992,124	)		4,514,376
Total stockholders’ and members’ equity (deficit)		11,507,932			2,974,729		2,384,070		(434,808	)		3,436,081		(8,360,072	)		11,507,932
Total liabilities and stockholders’ and members’ equity	$	27,548,450		$	4,896,223	$	3,250,277	$	371,089		$	3,898,837	$	(14,508,984	)	$	25,455,892

-23-

Gray Hawk Systems, Inc. and Subsidiaries

Consolidating Statement of Income

Year Ended December 31, 2004	Gray Hawk Systems, Inc.			Gray Hawk Technology Solutions,			Hawkeye Systems, LLC			DB Data Systems, LLC		Symmetron, Inc.		Eliminations			Consolidated
Contract revenue	$	51,475,014		$	15,943,183		$	9,537,173		$	2,401,608	$	317,208	$	(10,268,147	)	$	69,406,039
Direct contract costs
Direct labor		9,920,508			7,184,075			3,525,863			1,071,192		106,045		—			21,807,683
Other direct costs		29,069,474			593,893			143,610			269		17,776		(10,268,147	)		19,556,875
Total direct contract costs		38,989,982			7,777,968			3,669,473			1,071,461		123,821		(10,268,147	)		41,364,558
Gross margin on revenue		12,485,032			8,165,215			5,867,700			1,330,147		193,387		—			28,041,481
Indirect costs
Overhead expenses		7,999,755			5,093,251			3,360,896			905,226		31,285		—			17,390,413
General and administrative expenses		4,725,828			2,237,536			1,181,749			341,762		41,049		—			8,527,924
Total indirect costs		12,725,583			7,330,787			4,542,645			1,246,988		72,334		—			25,918,337
Income from operations		(240,551	)		834,428			1,325,055			83,159		121,053		—			2,123,144
Other income (expense)
Interest expense		(113,984	)		(125	)		(17	)		—		—		—			(114,126	)
Miscellaneous income		11,742			—			288			—		—		—			12,030
Equity in income of subsidiaries		2,108,665			—			—			—		—		(2,108,665	)		—
Total		2,006,423			(125	)		271			—		—		(2,108,665	)		(102,096	)
Net income before income taxes and minority interests		1,765,872			834,303			1,325,326			83,159		121,053		(2,108,665	)		2,021,048
Provision for income taxes		—			—			—			—		52,920		—			52,920
Net income before minority interests		1,765,872			834,303			1,325,326			83,159		68,133		(2,108,665	)		1,968,128
Minority interests		—			—			—			—		—		(202,256	)		(202,256	)
Net income	$	1,765,872		$	834,303		$	1,325,326		$	83,159	$	68,133	$	(2,310,921	)	$	1,765,872

See Independent Auditor’s Report on Other Financial Information.

-24-

EX-99.4

EXHIBIT 99.4

MANTECH INTERNATIONAL CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

On May 31, 2005, ManTech International Corporation (“ManTech”) acquired Gray Hawk Systems, Inc. (“Gray Hawk”) for approximately $101.5 million in cash. The acquisition has been accounted for as a business combination. Under business combination accounting, the total preliminary purchase price was allocated to Gray Hawk’s net tangible and identifiable intangible assets based on their estimated fair values as of May 31, 2005 as determined by a third party valuation firm. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill.

ManTech’s historical statement of income for the period ended December 31, 2004 has been restated to reflect the reclassification of MSM Security Services, Inc. to discontinued operations.

The unaudited pro forma condensed combined statements of income for the twelve months ending December 31, 2004 included in this report have been prepared as if the acquisition occurred on January 1, 2004. The unaudited pro forma condensed combined statements of income for the three months ending March 31, 2005 included in this report have been prepared as if the acquisition occurred on January 1, 2005.

The unaudited pro forma condensed combined statements of income, which have been prepared in accordance with rules prescribed by Article 11 of Regulation S-X, are provided for informational purposes only and are not necessarily indicative of the past or future results of operations. No effect has been given for operational efficiencies that may have been achieved if the acquisition had occurred on January 1, 2004 and January 1, 2005, respectively.

This information should be read in conjunction with our Current Report on Form 8-K, filed with the SEC on June 1, 2005, ManTech’s historical financial statements and the accompanying notes in both our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and our Quarterly Report on Form 10-Q for the six months ended June 30, 2005 and Gray Hawk’s historical financial statements and the accompanying notes that are included in this Current Report on Form 8-K/A.

MANTECH INTERNATIONAL CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

For the twelve months ending December 31, 2004

	Historical Statements of Income For the 12 months ending December 31, 2004
(in thousands except share and per share data)	ManTech (a) International Corporation			Gray Hawk Systems, Inc.			Pro Forma Adjustments				Pro Forma Combined
REVENUES	$	826,928		$	69,406		$	—			$	896,334
COST OF SERVICES		677,223			58,755			—				735,978
GROSS PROFIT		149,705			10,651			—				160,356
COSTS AND EXPENSES:
General and administrative		76,039			8,528			(54	)	(b)		84,513
Depreciation and amortization		5,199			—			1,751		(c)		6,950
Total costs and expenses		81,238			8,528			1,697				91,463
INCOME FROM CONTINUING OPERATIONS		68,467			2,123			(1,697	)			68,893
Interest (expense), net		(1,927	)		(114	)		(1,208	)	(d)		(3,249	)
Other income		1,127			12			0				1,139
INCOME BEFORE PROVISION FOR INCOME TAXES AND MINORITY INTEREST		67,667			2,021			(2,905	)			66,783
Provision for income taxes		(25,743	)		(53	)		344		(e)		(25,452	)
Minority interest		(7	)		(202	)		202		(f)		(7	)
NET INCOME FROM CONTINUING OPERATIONS	$	41,917		$	1,766		$	(2,359	)		$	41,324
Basic earnings per share	$	1.30									$	1.28
Weighted average common shares outstanding		32,302,285										32,302,285
Diluted earnings per share	$	1.29									$	1.27
Weighted average common shares outstanding		32,478,946										32,478,946

See notes to pro forma condensed combined statements of income

MANTECH INTERNATIONAL CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

For the three months ending March 31, 2005

	Historical Statements of Income For the three months ending March 31, 2005
(in thousands except share and per share data)	ManTech International Corporation			Gray Hawk Systems, Inc.			Pro Forma Adjustments				Pro Forma Combined
REVENUES	$	217,461		$	18,027		$	—			$	235,488
COST OF SERVICES		179,208			14,722			—				193,930
GROSS PROFIT		38,253			3,305			—				41,558
COSTS AND EXPENSES:
General and administrative		19,307			2,702			(27	)	(b)		21,982
Depreciation and amortization		1,439			—			451		(c)		1,890
Total costs and expenses		20,746			2,702			424				23,872
INCOME FROM CONTINUING OPERATIONS		17,507			603			(424	)			17,686
Interest (expense), net		(281	)		(88	)		(407	)	(d)		(776	)
Gain on disposal of an operation		3,879			—			—				3,879
Other income		276			2			—				278
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES AND MINORITY INTEREST		21,381			517			(831	)			21,067
Provision for income taxes		(8,550	)		—			126		(e)		(8,424	)
Minority interest		(2	)		—			—				(2	)
NET INCOME (LOSS) FROM CONTINUING OPERATIONS	$	12,829		$	517		$	(705	)		$	12,641
Basic earnings per share	$	0.40									$	0.39
Weighted average common shares outstanding		32,525,718										32,525,718
Diluted earnings per share	$	0.39									$	0.38
Weighted average common shares outstanding		32,845,727										32,845,727

See notes to pro forma condensed combined statements of income

MANTECH INTERNATIONAL CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined statements of income are based on historical financial statements of ManTech International Corporation (“ManTech”) and Gray Hawk Systems, Inc. (“Gray Hawk”), after giving effect to our acquisition of Gray Hawk as if it occurred on January 1, 2004 for the twelve months ended December 31, 2004 and January 1, 2005 for the three months ended March 31, 2005. Pursuant to Article 11 Regulation S-X, the pro forma results are through “income from continuing operations.” See Note (a) below.

The acquisition has been accounted for as a business combination. Under business combination accounting, the total preliminary purchase price was allocated to Gray Hawk’s net tangible and identifiable intangible assets based on their estimated fair values as of May 31, 2005 (the actual acquisition date) as determined by a third party valuation firm. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. Detailed information regarding the preliminary purchase price allocation is included in footnote 9 to our financial statements in our Quarterly Report on Form 10-Q for the period ended June 30, 2005, as filed with the SEC on August 5, 2005, and is incorporated herein by reference.

a) ManTech’s historical statement of income for the twelve months ending December 31, 2004 has been restated to reflect the ManTech MSM Security Services, Inc. subsidiary (MSM) as discontinued operations, net of applicable income taxes.

In February 2005, we reached the final corporate determination that we would exit the personnel security investigation services business and discontinue operations at our MSM subsidiary. We reached the determination to sell our MSM subsidiary after we concluded that the MSM business no longer furthered our long-term strategic objectives. Currently, we intend to sell MSM as a going-concern, and are in the process of identifying potential buyers. We expect to complete the sale or other disposition of the MSM operations by the end of 2005.

b) A reclassification of depreciation and amortization made to conform Gray Hawk’s historical income statement presentation to that of ManTech’s.

c) Pro forma adjustments made to reflect amortization for the period identified of the identifiable intangible assets as determined by preliminary valuation from a third party valuation firm. The following table sets forth the components of intangible assets associated with the acquisition at May 31, 2005:

	Preliminary Fair Value		Estimated Useful Life
Backlog	$	5,450	6 years
Customer Relationships	$	7,200	20 years
Intellectual Property	$	3,000	7 years
Total	$	15,650

Customer contracts and related relationships represent the underlying relationships and agreements with Gray Hawk’s existing customers. Intangible assets are being amortized using the straight-line method.

d) Pro forma adjustments made to reflect additional interest expense had increased borrowing under our revolving credit facility been in place at the beginning of each of the periods presented. This adjustment is not meant to be representative of the debt level that might have been required had the acquisition taken place at the beginning of the periods and is not indicative of past or future performance. The adjustment has been calculated by applying the 6-month LIBOR rate available to us in 2004, 2.21% for the first six months and 2.99% for the second six months, on $50 million assumed additional outstanding debt. The rate applied for the three months ended March 31, 2005 was 3.96% on $50 million assumed additional outstanding debt. Interest expense recorded on Gray Hawk’s historical statements was eliminated.

e) Adjustments made to reflect the provision for federal and state income taxes at an effective tax rate of 38.9% and 40.0% on all pro forma adjustments and to the provision recorded by Gray Hawk in their historical financial statements for 2004 and 2005, respectively. Prior to the acquisition, Gray Hawk was an S Corporation with all income, losses, and tax credits flowing through to individuals.

f) Pro forma adjustments made to eliminate the minority interest recorded in Gray Hawk. At acquisition, 100% of Gray Hawk and its entities were acquired.