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): July 31, 2006

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 August 3, 2006, ManTech International Corporation announced its financial results for the fiscal quarter ended June 30, 2006, and provided earnings guidance for the third quarter of fiscal 2006 and full fiscal year 2006. A copy of the August 3, 2006 release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 31, 2006, the Company’s Board of Directors appointed Mr. John J. Fitzgerald to serve as the Company’s Principal Accounting Officer. Mr. Fitzgerald was also promoted to Senior Vice President – Finance and Controller. Prior to being named Senior Vice President – Finance and Controller, Mr. Fitzgerald served as Senior Vice President and Controller for ManTech, overseeing the corporate finance and accounting organization. Mr. Fitzgerald joined ManTech in April 2004. From 1997 to 2003, Mr. Fitzgerald was Vice President and Controller at DynCorp, a provider of diversified management, technical and professional services to a wide range of government customers that had over 23,000 employees and over $2.4 billion in annual sales.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description of Exhibit
99.1	ManTech International Corporation Press Release, dated August 3, 2006, announcing financial results for the fiscal quarter ended June 30, 2006.

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 3, 2006	By:	/s/ Kevin M. Phillips
		Kevin M. Phillips
		Chief Financial Officer

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

For additional information contact:

Joseph Cormier	Mark Root
Vice President, M&A and IR	Executive Director, Corporate Communications
703-218-8258	703-218-8397; cell: 703-407-9393
joe.cormier@mantech.com	mark.root@mantech.com

ManTech Reports 2006 Second Quarter Results

• Revenue increase of 20.1%, to $287.5 million, in the second quarter

• Organic revenue growth of 13.9% in the second quarter

• Operating margin of 7.8% (or 8.3% before FAS123R expense) in the second quarter

• Diluted EPS from continuing operations of $0.39 (or $0.41 before FAS123R expense) in the second quarter

• Operating cash flow from continuing operations of $20.4 million in the second quarter

• Contract awards of $200 million in the second quarter

FAIRFAX, Virginia, August 3, 2006 – ManTech International Corporation (Nasdaq: MANT), a leading provider of innovative technologies and solutions focused on mission-critical national security programs for the Intelligence Community and the Departments of Defense, State, Homeland Security, Justice; the Space Community; and other federal government customers, today announced results for the second quarter of 2006.

ManTech reported revenue of $287.5 million for the second quarter of 2006, up $48.1 million, or 20.1%, compared to $239.4 million for the same period in 2005. This represents pro forma organic revenue growth of 13.9% for the second quarter. The growth was primarily a result of the solid execution of the business strategy to focus on the high-end defense and intelligence markets in support of national security.

Operating income in the second quarter was $22.4 million (7.8% of revenue), up $2.2 million, or 11.2%, compared to $20.2 million for the same period in 2005. Net income from continuing operations in the second quarter was $13.3 million, up 14.7%, compared to $11.6 million in the same period in 2005. Diluted earnings per share from continuing operations was $0.39 for the second quarter versus $0.35 for the same period last year.

Excluding the effect of FAS 123R, ManTech’s operating income in the second quarter 2006 was $23.9 million (8.3% of revenue), up $3.7 million, or 18.3%, compared to $20.2 million for the same period in 2005. Excluding the effect of FAS 123R, net income from continuing operations in the second quarter was $14.1 million, up 22.1%, compared to $11.6 million in the same period in 2005. Diluted EPS from continuing operations prior to the effect of FAS123R was $0.41 for the second quarter versus $0.35 for the same period last year.

On January 1, 2006, the Company adopted Financial Accounting Standards Board Statement No. 123R, which requires the Company to recognize share-based payment transactions as a

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compensation expense in its financial statements. Because our second quarter 2005 financial results do not include the effect of FAS 123R, the Company believes that providing our second quarter 2006 financial results excluding the effect of FAS 123R provides a better comparison with prior results. A reconciliation of GAAP results with results excluding the effect of FAS 123R is provided at the end of this press release.

“The second quarter was another period of strong organic and overall revenue growth,” said George J. Pedersen, Chairman of the Board and CEO of ManTech International Corporation. “We feel our strategic positioning as a national security pure play has allowed us to continue this growth trajectory even in a challenging funding environment.”

New Business Wins

ManTech had $200 million in new contract awards for the quarter, including over $100 million in classified contracts. In addition, ManTech was an awardee on the USAID Prime 3.2 contract, and ID/IQ contract which has a $4 billion ceiling value over the five year contract term.

“The USAID award was a very strategic win for ManTech. We feel well positioned to capture significant new tasking under the vehicle due to our proven technical capabilities overseeing the State Department’s global IT network,” said Robert A. Coleman, President and Chief Operating Officer, ManTech International Corporation.

Key Performance Metrics

Reported backlog as of June 30, 2006 was $2.15 billion and funded backlog was $550 million. Revenue from the Department of Defense, the Intelligence Community and Homeland Security related customers accounted for 95.5% of revenue for the second quarter of 2006. ManTech derived 70.1% of its revenue during the second quarter of 2006 from prime contracts. ManTech’s time and materials contracts accounted for 65.1% of revenue, fixed-price contracts accounted for 10.4% of revenue and cost-plus contracts accounted for 24.5% of revenue. The Company had very strong cash collections in the second quarter generating $20.4 million in operating cash flow from continuing operations based on Days Sales Outstanding of 81 days down from 86 days in the first quarter.

Company Guidance

ManTech’s guidance for the second quarter and full year 2006 reflects the continuation of strong underlying trends in its national security business. ManTech’s guidance does not include any discontinued operations, future acquisitions or divestitures. The cost of stock options represents non-cash expenses that by themselves do not affect Company cash flows.

(Dollars in millions, except earnings per share amounts)

	3rd Quarter 2006	Full Year 2006
Revenue	$290 - $300	$1,150 – $1,180
Diluted Earnings Per Share from Continuing Operations, exclusive of effect of FAS 123R expense	$0.42 – $0.45	$1.69 – $1.76
Effect of FAS 123R on diluted EPS	$(0.02)	$(0.09)
Diluted Earnings Per Share from Continuing Operations	$0.40 – $0.43	$1.60 – $1.67
Weighted Average Shares Outstanding	34.1 million	34.0 million

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Conference Call:

ManTech executive management will hold a conference call today at 5 p.m. EST, to discuss second quarter 2006 results and answer questions. Interested parties may access the call by dialing (800) 811-7286 (domestic) or (913) 981-4902 (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, August 17. To access the replay, call (888) 203-1112 (domestic) or (719) 457-0820 (international). The confirmation code for the replay is 5973744. 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 Intelligence Community; the Departments of Defense, State, Homeland Security and Justice; the Space Community and other U.S. federal government customers. ManTech’s expertise includes systems engineering, systems integration, technology and 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 builds and maintains secure databases that track terrorists. With nearly 6,000 highly qualified employees, the company operates in the United States and over 40 countries worldwide. In 2005, Red Herring magazine selected ManTech as one of its Small Cap 100 Companies; and in 2006, Business 2.0 magazine named ManTech one of its 100 Fastest Growing Technology Companies. 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; uncertainties specifically related to discontinued operations, including our ability to sell or dispose of our MSM operations on terms that are favorable to us, or at all; failure to retain existing U.S. government contracts, win new contracts, or win recompetes; adverse results of U.S. government audits of our government contracts; risk of contract performance or termination; adverse changes in our mix of contract types; failure to obtain option awards, task orders or funding under contracts; failure to successfully integrate recently acquired companies or businesses into our operations or to realize any accretive or synergistic effects from such acquisitions; failure to identify, execute or effectively integrate future acquisitions; risks associated with complex U.S. government procurement laws and regulations; and competition. These and other risk factors are more fully discussed in the section entitled “Risks Factors “ in ManTech’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2006, and, from time to time, in ManTech’s other filings with the Securities and Exchange Commission, including among others, its reports on 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.

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MANTECH INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands)

	(unaudited)
	June 30, 2006			December 31, 2005
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,135		$	5,662
Receivables—net		258,463			239,676
Prepaid expenses and other		12,406			7,393
Assets held for sale		6,768			4,831
Total current assets		280,772			257,562
Property and equipment—net		12,089			11,713
Goodwill		227,747			227,747
Other intangibles—net		35,428			35,602
Employee supplemental savings plan assets		12,897			11,902
Other assets		10,391			11,459
TOTAL ASSETS	$	579,324		$	555,985
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of debt	$	27,563		$	42,502
Accounts payable and accrued expenses		58,235			57,933
Accrued salaries and related expenses		41,980			41,428
Deferred income taxes—current		—			663
Billings in excess of revenue earned		5,560			6,611
Liabilities held for sale		4,938			4,978
Total current liabilities		138,276			154,115
Debt—net of current portion		—			21
Accrued retirement		14,251			13,054
Other long-term liabilities		3,201			3,282
Deferred income taxes—non-current		7,873			6,920
TOTAL LIABILITIES		163,601			177,392
COMMITMENTS AND CONTINGENCIES		—			—
STOCKHOLDERS’ EQUITY:
Common stock, Class A—$0.01 par value; 150,000,000 shares authorized; 18,469,648 and 18,016,328 shares issued and outstanding at June 30, 2006 and December 31, 2005, respectively.		185			180
Common stock, Class B—$0.01 par value; 50,000,000 shares authorized; 15,064,593 and 15,065,293 shares issued and outstanding at June 30, 2006 and December 31, 2005, respectively.		151			151
Additional paid in capital		247,484			233,360
Retained earnings		168,995			144,903
Unearned ESOP shares		(1,113	)		—
Accumulated other comprehensive income (loss)		21			(1	)
Deferred compensation		640			640
Shares held in grantor trust		(640	)		(640	)
TOTAL STOCKHOLDERS’ EQUITY		415,723			378,593
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	579,324		$	555,985

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MANTECH INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in Thousands Except Per Share Amounts)

	(unaudited) Three months ended June 30,						(unaudited) Six months ended June 30,
	2006			2005			2006			2005
REVENUES	$	287,465		$	239,408		$	562,771		$	456,869
COST OF SERVICES		238,879			196,662			466,686			375,870
GROSS PROFIT		48,586			42,746			96,085			80,999
COSTS AND EXPENSES:
General and administrative		24,019			20,876			46,780			40,183
Depreciation and amortization		2,131			1,700			4,136			3,139
Total costs and expenses		26,150			22,576			50,916			43,322
INCOME FROM CONTINUING OPERATIONS		22,436			20,170			45,169			37,677
Interest (expense), net		(601	)		(555	)		(1,393	)		(836	)
Equity in earnings of affiliates		—			112			—			278
Gain (Loss) on disposal of an operation		—			(181	)		—			3,698
Other income (expense), net		66			(286	)		(13	)		(176	)
INCOME BEFORE PROVISION FOR INCOME TAXES AND MINORITY INTEREST		21,901			19,260			43,763			40,641
Provision for income taxes		(8,650	)		(7,702	)		(17,242	)		(16,252	)
Minority interest		—			(4	)		—			(6	)
INCOME FROM CONTINUING OPERATIONS—net of taxes		13,251			11,554			26,521			24,383
(Loss) from discontinued operations—net of taxes		(1,294	)		(1,410	)		(2,429	)		(2,314	)
NET INCOME	$	11,957		$	10,144		$	24,092		$	22,069
BASIC EARNINGS (LOSS) PER SHARE:
Income from continuing operations—net of taxes	$	0.40		$	0.35		$	0.79		$	0.75
(Loss) from discontinued operations—net of taxes		(0.04	)		(0.04	)		(0.07	)		(0.07	)
Basic earnings per share	$	0.36		$	0.31		$	0.72		$	0.68
Weighted average common shares outstanding		33,445,033			32,773,678			33,283,976			32,650,519
DILUTED EARNINGS (LOSS) PER SHARE:
Income from continuing operations—net of taxes	$	0.39		$	0.35		$	0.78		$	0.74
(Loss) from discontinued operations—net of taxes		(0.04	)		(0.05	)		(0.07	)		(0.07	)
Diluted earnings per share	$	0.35		$	0.30		$	0.71		$	0.67
Weighted average common shares outstanding		33,912,488			33,281,196			33,729,624			33,072,736

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MANTECH INTERNATIONAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

	(unaudited) Six months ended June 30,
	2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	24,092		$	22,069
Adjustments to reconcile net income to net cash used in operating activities:
Equity in earnings of affiliates		—			(278	)
Increase in deferred income taxes		290			1,614
Stock-based compensation		2,660			13
Tax benefit from the exercise of stock options for 2005		—			1,333
Depreciation and amortization		4,768			3,908
Gain on disposal of an operation		—			(3,698	)
Loss from discontinued operations		2,429			2,314
Changes in assets and liabilities-net of effects from acquired, disposed, and discontinued businesses:
Contract receivables		(18,787	)		(5,838	)
Prepaid expenses and other		(5,013	)		(1,722	)
Accounts payable and accrued expenses		302			2,107
Accrued salaries and related expenses		552			(9,229	)
Billings in excess of revenue earned		(1,051	)		1,370
Accrued retirement		1,197			(1,262	)
Other		(1,126	)		890
Net cash flows from continuing operations		10,313			13,591
Net cash flows from discontinued operations		(4,352	)		14,273
Net cash flows from operating activities		5,961			27,864
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(2,158	)		(3,315	)
Proceeds from the sales of property and equipment		(6	)		—
Investment in capitalized software for internal use		(1,379	)		(140	)
Acquisition of businesses, net of cash acquired		—			(106,452	)
Proceeds from disposal of an operation		—			7,000
Net investing cash flows from continuing operations		(3,543	)		(102,907	)
Net investing cash flows from discontinued operations		(54	)		(291	)
Net cash flows from investing activities		(3,597	)		(103,198	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options		7,944			6,817
Tax benefit from the exercise of stock options for 2006		2,125			—
Repayment of debt		(60	)		(41	)
Net (decrease) increase in borrowings under line of credit		(14,900	)		53,101
Net cash flows from financing activities		(4,891	)		59,877
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(2,527	)		(15,457	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		5,662			22,946
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3,135		$	7,489

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MANTECH INTERNATIONAL CORPORATION

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(Dollars in Thousands Except Per Share Date)

The company has presented net income, as adjusted, to reflect the impact that the adoption of 123[R] had on the Company’s earnings per share. Management believes that these non-GAAP financial measures provide investors useful information as they facilitate the comparison of current performance to prior performance. These non-GAAP measures should not be considered in isolation or as a substitute for performance measures prepared in accordance with GAAP.

	(unaudited) Three months ended June 30, 2006						(unaudited) Six months ended June 30, 2006
	As Reported		Adjustments		Pro Forma		As Reported		Adjustments		Pro Forma
REVENUES	287,465				287,465		562,771				562,771
COST OF SALES	238,879				238,879		466,686				466,686
GROSS PROFIT	48,586				48,586		96,085				96,085
General and Administrative	24,019		(1,420	)	22,599		46,780		(2,660	)	44,120	(1)
Depreciation and amortization	2,131				2,131		4,136				4,136
Total costs and expenses	26,150		(1,420	)	24,730		50,916		(2,660	)	48,256
INCOME FROM CONTINUING OPERATIONS	22,436		1,420		23,856		45,169		2,660		47,829
Interest (expense), net	(601	)			(601	)	(1,393	)			(1,393	)
Other income (expense), net	66				66		(13	)			(13	)
INCOME BEFORE PROVISION FOR INCOME TAXES AND MINORITY INTEREST	21,901		1,420		23,321		43,763		2,660		46,423
Provision for income taxes	(8,650	)	(559	)	(9,209	)	(17,242	)	(1,048	)	(18,290	)(2)
INCOME FROM CONTINUING OPERATIONS-net of taxes	13,251		861		14,112		26,521		1,612		28,133
(Loss) from discontinued operations-net of taxes	(1,294	)			(1,294	)	(2,429	)			(2,429	)
NET INCOME	11,957		861		12,818		24,092		1,612		25,704
BASIC EARNINGS (LOSS) PER SHARE:
Income from continuing operations-net of taxes	0.40		0.02		0.42		0.79		0.05		0.84
(Loss) from discontinued operations-net of taxes	(0.04	)			(0.04	)	(0.07	)			(0.07	)
Basic earnings per share	0.36		0.02		0.38		0.72		0.05		0.77
DILUTED EARNINGS (LOSS) PER SHARE:
Income from continuing operations-net of taxes	0.39		0.02		0.41		0.78		0.04		0.82
(Loss) from discontinued operations-net of taxes	(0.04	)			(0.04	)	(0.07	)			(0.07	)
Diluted earnings per share	0.35		0.02		0.37		0.71		0.04		0.75
Weighted average common shares:
-Basic	33,445,033				33,445,033		33,283,976				33,283,976
-Diluted	33,912,488		355,487		34,267,975		33,729,624		386,589		34,116,213

(1) Adjusted to eliminate the FAS 123R stock compensation expense resulting from the adoption of FAS 123R on January 1, 2006.

(2) Adjusted to eliminate the tax effect of the adjustment in Note 1 at an effective tax rate of 39.4%.

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