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): January 15, 2010

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 January 19, 2010, ManTech International Corporation filed a Current Report on Form 8-K (the “Initial Form 8-K”) to report the completion of our acquisition of Sensor Technologies Inc. (“STI”). 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 STI as of and for the nine month periods ended September 30, 2009 and September 30, 2008 are filed with this Form 8-K/A as Exhibit 99.2. The audited financial statements of STI as of and for the fiscal year ended December 31, 2008, and the related report of Amper, Politziner & Mattia, LLP 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 STI. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2009 and unaudited pro forma condensed consolidated statements of income for the nine months ended September 30, 2009 and the twelve months ended December 31, 2008 are filed with this Form 8-K/A as Exhibit 99.4. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2009 gives effect to the acquisition of STI as if it had occurred on September 30, 2009. The unaudited pro forma condensed consolidated statements of income for the nine months ended September 30, 2009 and the twelve months ended December 31, 2008 give effect to the acquisition of STI as if it had occurred on January 1, 2008 for both pro forma statements of income. 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 such dates or what may result in the future.

(d) Exhibits

Exhibit No.	Description of Exhibit
2.1	Stock Purchase Agreement, dated December 18, 2009 (Stock Purchase Agreement), by and among ManTech, Sensor Technologies Inc. (STI), the shareholders of STI, and a Seller’s Representative (incorporated herein by reference from registrant’s Current Report on Form 8-K filed with the SEC on January 19, 2010).
23.1*	Consent of Independent Registered Public Accounting Firm.
99.1	ManTech International Corporation Press Release, dated January 19, 2010, announcing the completion of the acquisition of Sensor Technologies Inc. by ManTech (incorporated herein by reference from registrant’s Current Report on Form 8-K filed with the SEC on January 19, 2010).
99.2*	Unaudited Financial Statements of STI as of and for the nine month periods ended September 30, 2009 and September 30, 2008.

2

Exhibit No.	Description of Exhibit
99.3*	Report of Amper, Politziner & Mattia LLP, independent auditors, as of and for the fiscal year ended December 31, 2008, relating to the audited financial statements of STI for the year ended December 31, 2008.
99.4*	Unaudited Pro Forma Condensed Consolidated Balance Sheets as of September 30, 2009; Unaudited Pro Forma Condensed Consolidated Statements of Income for the nine months ended September 30, 2009 and the twelve months ended December 31, 2008.

* Filed herewith

3

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 25, 2010	By:	/S/    MICHAEL R. PUTNAM
	Name:	Michael R. Putnam
	Title:	Senior VP – Corporate & Regulatory Affairs

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-83682 and 333-137129) of ManTech International Corporation and subsidiaries, of our report dated May 20, 2009, relating to the financial statements of Sensor Technologies Incorporated as of December 31, 2008 and 2007 and for the years then ended, which is included in this Form 8-K/A filing, which report expresses an unqualified opinion.

/S/    Amper, Politziner & Mattia, LLP

Wall, NJ

February 23, 2010

EX-99.2

EXHIBIT 99.2

Sensor Technologies Incorporated

Balance Sheets

	(Unaudited) September 30, 2009		Audited December 31, 2008
Assets
Current Assets
Cash and cash equivalents	$	18,497,476	$	6,125,851
Accounts receivable (including unbilled revenue), net of accrued credits		51,590,946		44,441,228
Prepaid expenses and other current assets		50,805		118,588
Total Current Assets		70,139,227		50,685,667
Property and equipment, net of accumulated depreciation		390,668		302,980
Other non-current assets		45,906		45,906
Total Assets	$	70,575,801	$	51,034,553
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	44,752,107	$	36,689,357
Declared distributions		—		3,500,000
Accrued wages		419,091		343,395
Payroll and sales taxes payable		32,251		27,472
Accrued subcontractor costs		2,854,461		1,100,070
Other current liabilities		1,047,894		454,923
Total Current Liabilities		49,105,804		42,115,217
Stockholders’ Equity
Common stock, no par value, 10,000 shares authorized, 9,000 shares issued and outstanding		—		—
Additional paid in capital		144,962		135,191
Retained earnings		21,325,035		8,784,145
Total Stockholders’ Equity		21,469,997		8,919,336
Total Liabilities and Stockholders’ Equity	$	70,575,801	$	51,034,553

See accompanying notes to condensed financial statements

Sensor Technologies Incorporated

Statements of Operations

	(Unaudited) Nine months ended September 30,
	2009			2008
Revenues	$	220,184,905		$	116,669,865
Cost of services		198,566,284			111,418,636
General and administrative expenses		1,632,398			1,263,986
Operating Income		19,986,223			3,987,243
Interest income		60,202			152,421
Interest expense		(2,534	)		(715	)
Other expense		(3,001	)		(24	)
Net Income	$	20,040,890		$	4,138,925

See accompanying notes to condensed financial statements

Sensor Technologies Incorporated

Statements of Cash Flows

	(Unaudited) Nine months ended September 30,
	2009			2008
Cash flows from operating activities
Net income	$	20,040,890		$	4,138,925
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities
Depreciation		92,419			50,524
Stock based compensation expense		9,771			—
(Increase) decrease in
Accounts receivable		(7,149,718	)		19,550,369
Prepaid expenses		67,783			(50,995	)
Increase (decrease) in
Accounts payable		8,062,750			(12,441,645	)
Accrued wages		75,696			70,183
Payroll and sales tax payable		4,779			(11,980	)
Accrued subcontractor costs		1,754,391			1,379,000
Other current liabilities		592,971			125,639
Total adjustments		3,510,842			8,671,095
Net cash and cash equivalents provided by operating activities		23,551,732			12,810,020
Cash flows from investing activities
Payments for purchases of property and equipment		(180,107	)		(173,044	)
Net cash and cash equivalents used in investing activities		(180,107	)		(173,044	)
Cash flows from financing activities
Distributions to stockholders		(11,000,000	)		—
Net cash and cash equivalents used in financing activities		(11,000,000	)		—
Net change in cash and cash equivalents		12,371,625			12,636,976
Cash and cash equivalents—beginning		6,125,851			438,444
Cash and cash equivalents—ending	$	18,497,476		$	13,075,420
Supplemental disclosure of cash paid
Interest	$	2,534		$	715
Income taxes		—			—

See accompanying notes to condensed financial statements

Sensor Technologies Incorporated

Notes to Condensed Financial Statements

September 30, 2009

(Unaudited)

1. Nature of Operations and Summary of Significant Accounting Policies

Business Description

Sensor Technologies Incorporated (the “Company”), is a New Jersey corporation engaged in providing leading-edge mission critical solutions to the United States Government or its prime contractors. The Company’s principal location is Red Bank, New Jersey.

Government Contracts

A majority of the Company’s activities are funded directly or indirectly by departments and agencies of the U.S. Federal Government. Such contracts are subject to termination at the convenience of the government and costs incurred under these contracts are subject to audit by a number of Federal agencies. Contract costs billed prior to January 1, 2007 have been audited by the government and finalized without material adjustments. It is management’s opinion that the audits for subsequent years will not result in significant adjustments to the financial position or operations of the Company.

Basis of Presentation

The unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements and within the rules of the Securities and Exchange Commission applicable to interim financial statements and therefore do not include all disclosures that might normally be required for financial statements prepared in accordance with U.S. generally accepted accounting principles. The accompanying unaudited condensed financial statements have been prepared by management without audit and should be read in conjunction with the Company’s financial statements for the year ended December 31, 2008. In the opinion of management, all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows, for the periods indicated, have been made. The results of operations for the nine months ended September 30, 2009 are not necessarily indicative of operating results that may be achieved over the course of the full year.

Use of 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.

Unbilled Revenue

Unbilled receivables represent the balance of recoverable costs and accrued profit, comprised principally of revenue recognized on contracts for which billings have not been presented to the customer. The amounts are generally billable and collectible within one year.

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. Accounts receivable consist of amounts due from the Federal Government on contracts which are subject to minimal credit risk.

Revenue Recognition

Revenue on fixed price contracts is recognized upon meeting agreed upon milestones based on progress of the contracts. Revenue on time-and-materials contracts is recognized when the subcontractor invoices to the extent of billable rates times hours delivered, plus other billable costs. Revenue on cost plus a fixed fee contracts is recognized to the extent of costs incurred plus a fee earned on work performed.

The Company uses subcontractors to perform a substantial amount of the work required under contracts with the government. In these instances, the Company evaluates whether it acts as the principal or agent in determining the appropriate classification of revenue and related costs. Where the Company is considered the primary contractor and has risk associated with a contract, the Company records the gross amount of the contract revenue.

Sales and profit in connection with contracts to provide services to the U.S. Government within the scope of SAB 104 that may be at risk of collection because the contracts are incrementally funded and subject to the availability of funds appropriated are deferred until the contract modification is obtained, indicating that adequate funds are available to the contract or task order.

Stock Option Plan

The Company adopted ASC topic 718, “Compensation – Stock Compensation” (“ASC Topic 718”), which requires that compensation cost relating to share-based payment transactions be recognized as expense in the financial statements over the vesting period and cost measured based on the estimated fair value of the equity or liability instrument at the date issued.

The Company uses the Black-Scholes option valuation model for estimating the fair value of its stock options. Since the Company is not a public entity, the volatility of the stock was estimated using a comparable public company.

The following weighted-average assumptions were used:

	2009		2008
Risk-free interest rate	1.34	%	—
Expected volatility	.28	%	—
Dividend yield	0	%	—
Expected life	3 years		—

The weighted average fair value of the options was $859 for period ended September 30, 2009.

Income Taxes

The Company has elected to be taxed as an S-Corporation for Federal and State tax purposes. Under this election, the profits, losses, credits and deductions of the Company are passed through to the individual shareholders. The Company has two shareholders.

Reclassification

Certain amounts in the accompanying balance sheet as of December 31, 2008 have been reclassified to conform to current period’s presentation.

Accounting Standards Updates

In June 2009, the Financial Accounting Standards Board (“FASB”) issued its final Statement of Financial Accounting Standards (“SFAS)” No. 168 – “The FASB Accounting Standards ASC Topic and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162”. (“SFAS No. 168”). SFAS No. 168 made the FASB Accounting Standards Codification (the “ASC”) the single source of U.S. Generally Accepted Accounting Policies (“U.S. GAAP”) used by nongovernmental entities in the preparation of financial statements, except for rules and interpretive releases of the SEC under authority of federal securities laws, which are sources of authoritative accounting guidance for SEC registrants. The ASC is meant to simplify user access to all

authoritative accounting guidance by reorganizing U.S. GAAP pronouncements into roughly 90 accounting topics within a consistent structure; its purpose is not to create new accounting and reporting guidance. The ASC supersedes all existing non-SEC accounting and reporting standards and was effective for the Company beginning July 1, 2009. Following SFAS No. 168, the Board will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates. The FASB will not consider Accounting Standards Updates as authoritative in their own right; these updates will serve only to update the ASC topic, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the ASC. In the description of ASC and Accounting Standards Updates (“ASU”) that follows, references in “italics” relate to ASC or ASU topics, and their descriptive titles, as appropriate.

On January 1, 2009, the Company adopted new accounting guidance concerning provisions for uncertain income tax positions. This clarified the accounting for income taxes by prescribing a minimum probability threshold that an uncertain tax position must meet before a financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. There was no effect of the adoption of this guidance. The Company recognizes accrued interest and penalties associated with uncertain tax positions, if any, as part of the income tax provision. There was no income tax related interest and penalties recorded for 2009.

2. Accounts Receivable

	September 30, 2009			December 31, 2008
Billed receivables	$	33,415,037		$	23,927,776
Unbilled revenue		18,457,487			20,832,436
		51,872,524			44,760,212
Allowance for credits due customers		(281,578	)		(318,984	)
Accounts receivable	$	51,590,946		$	44,441,228

3. Stock Options

On January 1, 2005 Sensor Technologies Incorporated Employee Non-Qualified Stock Option Plan (the “Plan”) was amended and restated. The plan is intended to promote the growth and profitability of Sensor Technologies Incorporated (“Company”) whereby the Company may continue to attract, retain, and motivate key employees. Through September 30, 2009, the aggregated number of shares of non-voting common stock authorized for issuance under the Plan was 250. The term of each option granted shall be exercisable for such period as determined by the Board at time of grant and generally vest ratably over a three-year period.

A summary of the Company’s stock option activity and related information for the period ended September 30, 2009 follows:

	Total	Weighted Average Exercise Price
Outstanding at
January 1, 2009	—	$	—
Granted	91		4,104
Forfeited	—		—
Exercised	—		—
September 30, 2009	91	$	4,104

Following is a summary of the status of stock options outstanding at September 30, 2009:

Outstanding Options				Exercisable Options
Exercise Price Range	Number	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number	Weighted Average Exercise Price
$4,104	91	2.63 years	$4,104	—	$—

Stock option compensation expense for the nine-months ended September 30, 2009 and 2008 was $9,771 and $0, respectively. Unrecognized stock option compensation expense was approximately $68,393 and $0 as of September 30, 2009 and 2008, to be recorded over the remaining vesting period of the related options.

4. Concentrations

Major Customers

The Company had one customer that accounted for approximately 97% and 90% of total contract revenue during the period ended September 30, 2009 and 2008, respectively and 96% and 86% of accounts receivable at September 30, 2009 and 2008, respectively. The revenue derived from the customer is comprised of fifteen separately funded programs with varying periods of performance.

Major Suppliers

The Company had three major suppliers who accounted for approximately 61% of total subcontractor costs during the period ended September 30, 2009. The three suppliers made up approximately 51% of accounts payable at September 30, 2009. The Company had two major suppliers who accounted for approximately 60% of total subcontractor costs during the year ended September 30, 2008. The two suppliers made up approximately 49% of accounts payable at September 30, 2008.

5. Subsequent Event

Change in Control

On January 15, 2010 the Company sold all of its outstanding shares of common stock to ManTech International Corporation (ManTech) for $242 million in cash. The purchase price was subject to adjustment at closing based on an estimation of Sensor’s working capital on the closing date. There were no additional payments by ManTech to the shareholders of Sensor, or to ManTech by the shareholders of Sensor at closing as a result of this adjustment procedure. However, this determination is subject to review in the 120 days following the closing, and is thus potentially subject to adjustment based on the results of that review.

Repurchase of Stock Option

Pursuant to the purchase agreement noted above all outstanding stock options of the Company were repurchased by the Company prior to closing for the amount of $2,052,670. The vested and unvested options were repurchased at their fully diluted value based on the acquisition price net of the exercise price of the option. The remaining unamortized stock option compensation in the amount of $61,880 was expensed at the date of repurchase. The excess of the repurchase price over the fair market value was recorded as additional paid in capital.

EX-99.3

EXHIBIT 99.3

Independent Auditors’ Report

To the Stockholders of

Sensor Technologies Incorporated

We have audited the accompanying balance sheets of Sensor Technologies Inc (the “Company”) as of December 31, 2008 and 2007, and the related statements of operations and retained earnings, 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 includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 financial statements referred to above present fairly, in all material respects, the financial position of Sensor Technologies Inc as of December 31, 2008 and 2007, 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.

/S/ Amper, Politziner & Mattia, LLP

Wall, NJ

May 20, 2009

Sensor Technologies Incorporated

Balance Sheets

December 31,

	2008		2007
Assets
Current Assets
Cash and cash equivalents	$	6,125,851	$	438,444
Accounts receivable (including unbilled revenue), net of accrued credits		44,441,228		35,886,200
Prepaid expenses and other current assets		118,588		8,668
Total Current Assets		50,685,667		36,333,312
Property and equipment, net of accumulated depreciation		302,980		160,842
Other non-current assets		45,906		45,906
Total Assets	$	51,034,553	$	36,540,060
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	36,689,357	$	31,355,699
Declared distributions		3,500,000		—
Accrued wages		343,395		298,962
Payroll and sales taxes payable		27,472		39,091
Other current liabilities		1,554,993		479,206
Total Current Liabilities		42,115,217		32,172,958
Stockholders’ Equity
Common stock, no par value, 10,000 shares authorized, 9,000 shares issued and outstanding		135,191		135,191
Retained earnings		8,784,145		4,231,911
Total Stockholders’ Equity		8,919,336		4,367,102
Total Liabilities and Stockholders’ Equity	$	51,034,553	$	36,540,060

See accompanying notes to financial statements

Sensor Technologies Incorporated

Statements of Operations and Retained Earnings

For the Years Ended December 31,

	2008			2007
Revenues	$	181,033,373		$	131,095,913
Cost of services		168,629,042			126,171,622
General and administrative expenses		2,020,320			1,242,640
Operating Income		10,384,011			3,681,651
Interest income		171,285			250,257
Interest expense		(825	)		(18,417	)
Other expense		(2,237	)		(4,089	)
Net Income	$	10,552,234		$	3,909,402
Retained earnings—beginning		4,231,911			2,572,509
Shareholder distributions		(6,000,000	)		(2,250,000	)
Retained earnings—ending	$	8,784,145		$	4,231,911

See accompanying notes to financial statements

Sensor Technologies Incorporated

Statements of Cash Flows

For the Years Ended December 31,

	2008			2007
Cash flows from operating activities
Net income	$	10,552,234		$	3,909,402
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities
Depreciation		87,195			57,128
Increase in
Accounts receivable		(8,555,028	)		(32,185,245	)
Prepaid expenses		(109,920	)		(8,668	)
Other non-current assets		—			(45,906	)
Increase (decrease) in
Accounts payable		5,333,658			29,641,087
Accrued wages		44,433			118,644
Payroll and sales tax payable		(11,619	)		24,046
Other current liabilities		1,075,787			457,567
Total adjustments		(2,135,494	)		(1,941,347	)
Net cash and cash equivalents provided by operating activities		8,416,740			1,968,055
Cash flows from investing activities
Payments for purchases of property and equipment		(229,333	)		(95,116	)
Net cash and cash equivalents used in investing activities		(229,333	)		(95,116	)
Cash flows from financing activities
Distributions to stockholders		(2,500,000	)		(2,250,000	)
Net cash and cash equivalents used in financing activities		(2,500,000	)		(2,250,000	)
Net change in cash and cash equivalents		5,687,407			(377,061	)
Cash and cash equivalents—beginning		438,444			815,505
Cash and cash equivalents—ending	$	6,125,851		$	438,444
Supplemental disclosure of cash paid
Interest	$	825		$	18,417
Schedule of noncash activities:
Declared distribution	$	3,500,000		$	—

See accompanying notes to financial statements

Sensor Technologies Incorporated

Notes to Financial Statements

December 31, 2008

1. Nature of Operations and Summary of Significant Accounting Policies

Business Description

Sensor Technologies Incorporated (the “Company”), is a New Jersey corporation engaged in providing leading-edge mission critical solutions to the United States Government or its prime contractors. The Company’s principal location is Red Bank, New Jersey.

Government Contracts

A majority of the Company’s activities are funded directly or indirectly by departments and agencies of the U.S. Federal Government. Such contracts are subject to termination at the convenience of the government and costs incurred under these contracts are subject to audit by a number of Federal agencies. Contract costs billed prior to January 1, 2006 have been audited by the government and finalized without material adjustments. It is management’s opinion that the audits for subsequent years will not result in significant adjustments to the financial position or operations of the Company.

Use of 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.

Accounts Receivable

The Company extends credit to its customers, (primarily government agencies) based upon credit evaluations, in the normal course of business, primarily on 60-day terms. Bad debts are provided on the allowance method based on historical experience and management’s evaluation of outstanding receivables. Management has determined that no allowance for doubtful accounts is necessary as of December 31, 2008 and 2007. The Company does not require collateral from its customers. A significant variance from the provisional rate to the actual rate for material handling is reflected as “Credit due customers” within the year-end accounts receivable balance. Credits due customers amounted to $318,984 and $610,960 at December 31, 2008 and December 31, 2007, respectively.

Unbilled Revenue

Unbilled receivables represent the balance of recoverable costs and accrued profit, comprised principally of revenue recognized on contracts for which billings have not been presented to the customer. The amounts are generally billable and collectible within one year.

Concentration of Credit Risk

The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. Accounts receivable consist of amounts due from the Federal Government on contracts which are subject to minimal credit risk.

Revenue Recognition

Revenue on fixed price contracts is recognized upon meeting agreed upon milestones based on progress of the contracts. Revenue on time-and-materials contracts is recognized when the subcontractor invoices to the extent of billable rates times hours delivered, plus other billable costs. Revenue on cost plus a fixed fee contracts is recognized to the extent of costs incurred plus a fee earned on work performed.

The Company uses subcontractors to perform a substantial amount of the work required under contracts with the government. In these instances, the Company evaluates whether it acts as the principal or agent in determining the appropriate classification of revenue and related costs. Where the Company is considered the primary contractor and has risk associated with a contract, the Company records the gross amount of the contract revenue.

Sales and profit in connection with contracts to provide services to the U.S. Government within the scope of SAB 104 that may be at risk of collection because the contracts are incrementally funded and subject to the availability of funds appropriated are deferred until the contract modification is obtained, indicating that adequate funds are available to the contract or task order.

Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurements” in order to establish a single definition of fair value and a framework for measuring fair value in generally accepted accounting principles (GAAP) that is intended to result in increased consistency and comparability in fair value measurements. SFAS No. 157 also expands disclosures about fair value measurements. SFAS No. 157 applies whenever other authoritative literature requires (or permits) certain assets or liabilities to be measured at fair value, but does not expand the use of fair value. SFAS No. 157 was originally effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those years with early adoption permitted.

In early 2008, the FASB issued Staff Position (FSP) FAS-157-2, “Effective Date of FASB Statement No. 157,” which delays by one year, the effective date of SFAS No. 157 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The delay pertains to items including, but not limited to, non-financial assets and non-financial liabilities initially measured at fair value in a business combination, non-financial assets (such as real estate or donations in kind) recorded at fair value at the time of donation, and long-lived assets measured at fair value for impairment assessment under SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”.

The Company adopted the portion of SFAS No. 157 that has not been delayed by FSP FAS-157-2 as of the beginning of its 2008 fiscal year, and plans to adopt the balance of its provisions as of the beginning of its 2009 fiscal year. Items carried at fair value on a recurring basis (to which SFAS No. 157 applies in 2008) consist of marketable securities for which fair values are determined using quoted market prices and are categorized as Level 1 exposures.

The Company is continuing to evaluate the impact the standard will have on the determination of fair value related to non-financial assets and non-financial liabilities in post-2008 years.

The valuation techniques required by SFAS 157 are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1	Quoted prices for identical instruments in active markets.
Level 2	Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3	Significant inputs to the valuation model are unobservable.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided over the estimated useful lives of the assets as follows:

	Method	Estimated Useful Life
Equipment	Straight-line	3-5 years
Furniture and fixtures	Straight-line	7 years

Income Taxes

The Company has elected to be taxed as an S-Corporation for Federal and State tax purposes. Under this election, the profits, losses, credits and deductions of the Company are passed through to the individual shareholders. The Company has two shareholders.

Advertising Expenses

The Company expenses advertising costs as incurred. Advertising costs for the years ended December 31, 2008 and 2007 were approximately $29,000 and $16,500, respectively.

Recent Accounting Pronouncements

The Company has elected to defer the adoption of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), as permitted, until fiscal years beginning after December 15, 2008. FIN 48 requires entities to evaluate, measure, recognize and disclose any uncertain income tax positions taken on their respective returns. Management is currently evaluating the impact of FIN 48 on its financial statements. Until it adopts FIN 48, the Company accounts for any uncertain tax positions in accordance with FASB Statement No. 5, Accounting for Contingencies, which is the governing standard for recognition of tax-related contingencies

2. Accounts Receivable

	2008			2007
Billed receivables	$	23,927,776		$	15,365,404
Unbilled revenue		20,832,436			21,131,756
		44,760,212			36,497,160
Allowance for credits		(318,984	)		(610,960	)
Accounts receivable	$	44,441,228		$	35,886,200

3. Property and Equipment

	2008			2007
Computer equipment	$	370,971		$	291,406
Furniture and fixtures		167,906			69,294
Software		142,957			91,801
		681,834			452,501
Accumulated depreciation		(378,854	)		(291,659	)
Net property and equipment	$	302,980		$	160,842

Depreciation expense for the years ended December 31, 2008 and 2007 was $87,195 and $57,128, respectively.

4. Line of Credit

The Company has a line-of-credit with an overall limitation of $7,500,000. Borrowings under the line-of-credit bear interest at the bank’s prime rate and are due on demand. The line-of-credit agreement expires August 31, 2009 and is collateralized by all assets of the Company. Prime Rate loans bear interest at the effective prime rate minus 1%. LIBOR Loans bear interest at the LIBOR rate plus 1.5%. The prime rate at December 31, 2008 was 3.25%. There were no outstanding borrowings under this line of credit as of December 31, 2008 and 2007.

5. Employee Benefit Plan

The Company maintains a 401(k) retirement plan for the benefit of all eligible employees. The terms of the plan define eligible employees as those employees who have completed at least 6 months of service and are 21 years of age. Employee contributions are discretionary. Under this Plan the Company may contribute a discretionary matching contribution to the Plan.

The Company may also make a discretionary non-matching contribution to the Plan on behalf of all eligible employees. The Company’s contribution to the Plan was $479,031 and $242,964, respectively, for the years ended December 31, 2008 and 2007.

6. Operating Leases

The Company leases office space under a three-year lease expiring July 2008. Monthly payments under the current lease are $16,500. The Company is required to pay insurance and other costs relating to the leased facility. The lease was renewed under a two-phase office lease described below:

The Company entered into a two-phase office space lease agreement. Phase-I commenced on June 18, 2008 and expires July 31, 2012. Phase II commenced on August 1, 2008 expiring July 31, 2012. Monthly payments under Phase I and II of the lease are $15,302 and $24,668 respectively. The Company will be required to pay insurance and other costs relating to the leased facility.

The following is a schedule by years of approximate future minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2008. The Company has the option to terminate the lease effective July 31, 2011.

For the Years Ending December 31,
2009	$	360,000
2010		479,900
2011		333,600
Total minimum payments required	$	1,173,500

Rental expense amounted to approximately $296,000 and $183,000, respectively for the years ended December 31, 2008 and 2007.

7. Concentrations

Major Customers

The Company had one customer that accounted for approximately 97% and 90% of total contract revenue during the year ended December 31, 2008 and 2007, respectively and 96% and 86% of accounts receivable at December 31, 2008 and 2007, respectively. The revenue derived from the customer is comprised of fifteen separately funded programs with varying periods of performance.

Major Suppliers

The Company had three major suppliers who accounted for approximately 61% of total subcontractor costs during the year ended December 31, 2008. The three suppliers made up approximately 51% of Accounts Payable at December 31, 2008. The Company had two major suppliers who accounted for approximately 60% of total subcontractor costs during the year ended December 31, 2007. The two suppliers made up approximately 49% of Accounts Payable at December 31, 2007.

EX-99.4

EXHIBIT 99.4

MANTECH INTERNATIONAL CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On January 15, 2010, ManTech International Corporation (ManTech) completed the acquisition of all outstanding equity securities of Sensor Technologies Inc. (STI) for approximately $242.0 million in cash. The STI acquisition has been accounted for as a business combination using the acquisition method of accounting. Under the acquisition method of accounting, the initial purchase price was allocated to STI underlying assets and liabilities based on their fair values at the date of the acquisition. The excess of the purchase price over the underlying assets and liabilities was recorded as goodwill.

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2009 has been prepared by management as if the STI acquisition had occurred on such date, given the same transaction parameters and credit facility level of $200.0 million. Accordingly, ManTech has recorded the estimated fair value of the assets acquired and liabilities assumed.

The unaudited pro forma condensed consolidated statements of income included in this report for the nine months ended September 30, 2009 and the twelve months ended December 31, 2008 have been prepared by management as if the STI acquisition had occurred on January 1, 2008.

The unaudited pro forma adjustments are based on management’s preliminary estimates of the value of the tangible and intangible assets and liabilities acquired. As a result, the actual adjustments may differ materially from those presented in these unaudited pro forma condensed consolidated financial statements. A change in the unaudited pro forma adjustments of the purchase price for the acquisition would primarily result in a reallocation affecting the value assigned to intangible assets. The income statement effect of these changes would depend on the nature and amount of the assets or liabilities adjusted.

The accompanying unaudited pro forma condensed consolidated statements of income and balance sheet have been prepared by management in accordance with rules prescribed by Article 11 of Regulation S-X. These pro forma condensed consolidated financial statements are provided for illustrative purposes only and are not intended to represent what the actual consolidated results of operations or the consolidated financial position of ManTech would have been had the acquisition occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or consolidated financial position. No effect has been given for operational efficiencies that may have been achieved if the acquisition had occurred on January 1, 2008 or September 30, 2009.

This information should be read in conjunction with our Current Report on Form 8-K, filed with the SEC on January 19, 2010, 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, 2008 and our Quarterly Report on Form 10-Q for the nine months ended September 30, 2009, STI 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 CONSOLIDATED BALANCE SHEET

	As of September 30, 2009
(In Thousands)	ManTech International Corporation			Sensor Technologies Inc.		Pro Forma Adjustments			Pro forma Combined
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	51,830		$	18,497	$	(42,665	) (a),(c)	$	27,662
Receivables—net		363,972			51,591		—			415,563
Prepaid expenses and other		10,613			51		—			10,664
Total Current Assets		426,415			70,139		(42,665	)		453,889
Property, plant and equipment—net		14,857			391					15,248
Goodwill		488,217			—		127,330	(a)		615,547
Other intangible assets—net		76,372			—		93,200	(b)		169,572
Other assets		25,262			46		665	(c)		25,973
TOTAL ASSETS	$	1,031,123		$	70,576	$	178,530		$	1,280,229
LIABILITIES AND STOCKHOLDER’S EQUITY
CURRENT LIABILITIES:
Current portion of debt	$	—		$	—	$	200,000	(c)	$	200,000
Accounts payable and accrued expenses		120,688			48,655		—			169,343
Accrued salaries and related expenses		60,148			451		—			60,599
Billings in excess of revenue earned		8,476			—		—			8,476
Total Current Liabilities		189,312			49,106		200,000			438,418
Accrued retirement		20,517			—		—			20,517
Other long-term liabilities		7,463			—		—			7,463
Deferred income taxes non-current		33,590			—		—			33,590
TOTAL LIABILITIES		250,882			49,106		200,000			499,988
STOCKHOLDER’S EQUITY
Common stock ManTech International Corporation, Class A		225			—		—			225
Common stock ManTech International Corporation, Class B		136			—		—			136
Common stock Sensor Technologies Inc.		—			145		(145	) (a)		—
Additional paid-in capital		356,545			—		—			356,545
Treasury stock		(9,114	)		—		—			(9,114	)
Retained earnings		435,226			21,325		(21,325	) (a)		435,226
Accumulated other comprehensive loss		(149	)		—		—			(149	)
Unearned employee stock ownership plan shares		(2,628	)		—		—			(2,628	)
TOTAL STOCKHOLDER’S EQUITY		780,241			21,470		(21,470	)		780,241
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY	$	1,031,123		$	70,576	$	178,530		$	1,280,229

See notes to pro forma condensed consolidated financial statements

MANTECH INTERNATIONAL CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

	Nine months ended September 30, 2009
(In Thousands Except Per Share Amounts)	ManTech International Corporation			Sensor Technologies Inc.			Pro Forma Adjustments			Pro forma Combined
REVENUES	$	1,478,268		$	220,185		$	(75	) (d)	$	1,698,378
Cost of Services		1,218,112			198,566			(75	) (d)		1,416,603
General and administrative expenses		128,488			1,633			6,578	(b)		136,699
OPERATING INCOME		131,668			19,986			(6,578	)		145,076
Interest expense		(921	)		(2	)		(3,123	) (c)		(4,046	)
Interest income		161			60			—			221
Other income (expense), net		259			(3	)		—			256
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		131,167			20,041			(9,701	)		141,507
Provision for income tax		(48,919	)					3,783	(b),(c)		(45,136	)
INCOME FROM CONTINUING OPERATIONS	$	82,248		$	20,041		$	(5,918	)	$	96,371
BASIC EARNINGS PER SHARE:
Basic earnings per share	$	2.31								$	2.71
Weighted average common shares outstanding		35,608									35,608
DILLUTED EARNINGS PER SHARE:
Dilluted earnings per share	$	2.29								$	2.68
Weighted average common shares outstanding		35,917									35,917

See notes to pro forma condensed consolidated financial statements

MANTECH INTERNATIONAL CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

	Twelve months ended December 31, 2008
(In Thousands Except Per Share Amounts)	ManTech International Corporation			Sensor Technologies Inc.			Pro Forma Adjustments			Pro forma Combined
REVENUES	$	1,870,879		$	181,033		$	(495	) (d)	$	2,051,417
Cost of Services		1,565,198			168,629			(495	) (d)		1,733,332
General and administrative expenses		152,323			2,020			12,402	(b)		166,745
OPERATING INCOME		153,358			10,384			(12,402	)		151,340
Interest expense		(3,978	)		(1	)		(9,183	) (c)		(13,162	)
Interest income		812			171			—			983
Other income (expense), net		(233	)		(2	)		—			(235	)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		149,959			10,552			(21,585	)		138,926
Provision for income tax		(59,667	)					8,418	(b),(c)		(51,249	)
INCOME FROM CONTINUING OPERATIONS	$	90,292		$	10,552		$	(13,167	)	$	87,677
BASIC EARNINGS PER SHARE:
Basic earnings per share	$	2.58								$	2.50
Weighted average common shares outstanding		35,028									35,028
DILLUTED EARNINGS PER SHARE:
Dilluted earnings per share	$	2.55								$	2.47
Weighted average common shares outstanding		35,459									35,459

See notes to pro forma condensed consolidated financial statements

MANTECH INTERNATIONAL CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Pro Forma Presentation

The accompanying unaudited pro forma condensed consolidated financial statements have been prepared to give effect to the completed acquisition. The unaudited pro forma condensed consolidated balance sheet is based on the individual balance sheets of ManTech and STI and has been prepared to reflect the acquisition by ManTech of STI as if the acquisition had occurred on September 30, 2009. The unaudited pro forma condensed consolidated statements of income are based on the individual statements of income of ManTech and STI and combine the results of operations of ManTech and of STI for the nine months period ended September 30, 2009 and the year ended December 31, 2008 as if the acquisition had occurred on January 1, 2008 for both pro forma statements of income.

The STI acquisition has been accounted for as a business combination using the acquisition method of accounting under the Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) 805, Business Combinations. Under the acquisition method of accounting, the initial purchase price was allocated to STI underlying assets and liabilities based on their fair values at the date of the acquisition. The excess of the purchase price over the underlying assets and liabilities was recorded as goodwill. Detailed information regarding the purchase price allocation will be included in the footnotes to our financial statements in our annual report on form 10-K for the year ended December 31, 2009.

2. Pro Forma Adjustments

Pro forma adjustments are necessary to reflect the allocation of the purchase price, including adjusting assets and liabilities to fair value and recognizing intangibles, with related changes in depreciation and amortization expense, and to reflect the effects of the financing necessary to complete the acquisition.

The pro forma adjustments included in the unaudited pro forma condensed consolidated financial statements are as follows:

a) To reflect the purchase of STI as of September 30, 2009. We have assumed the same parameters of the transaction, including the $242.0 million purchase price and the elimination of the shareholders’ equity accounts of STI. The excess of the purchase price plus any working capital adjustments over the fair value of the net assets and liabilities acquired and other transaction costs has been classified as goodwill. Although we have performed this calculation at a date differing from the actual purchase date, goodwill and other amounts are expected to approximate actual results.

b) To reflect the fair value of the identifiable intangible assets. The following table sets forth the components of intangible assets associated with the acquisition of STI on January 15, 2010 (Amounts in Thousands):

	Preliminary Fair Value		Estimated Useful Life
Backlog	$	7,750	1 year
Customer Relationships		85,200	20 years
Non-Compete Agreements		250	4 years
Total Intangible Assets	$	93,200

Backlog and customer relationships represent the underlying relationships and agreements with STI’s existing customers. Non-compete agreements represent the amount of lost business that could occur if the sellers, in the absence on non-compete agreements, were to compete with the Company.

Also, pro forma adjustments have been made to reflect amortization of these identifiable intangible assets for the related periods. Intangible assets are being amortized using the pattern of benefits method.

c) To record the acquisition related borrowings under our credit facility of $200.0 million. Deferred financing fees of approximately $0.7 million were capitalized in conjunction with amending our revolving credit agreement.

Also, pro forma adjustments have been made to reflect additional interest expense had increased borrowings under our credit facility for the acquisition of STI been in place at the beginning of each period 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 adjustments have been calculated by applying the average LIBOR rate for the nine months ended September 30, 2009 and the twelve months ended December 31, 2008, plus the applicable market-rate spread determined based on the Company’s leverage ratio calculation, with an assumed debt level of $200.0 million during each respective period.

All capitalized loan costs have been amortized over the expected life of the loan. Additional loan costs related to the amendment of our revolving credit agreement in connection with the STI acquisition have been amortized over the remaining expected life of the loan.

d) To offset the impact of work that STI subcontracted to ManTech during the periods presented in the pro forma statements of income.

3. Pro Forma Earnings Per Share

The pro forma basic and diluted earnings per share are based on the weighted average number of shares of ManTech common stock outstanding during the periods. The diluted weighted average number of shares does not include outstanding stock options if their inclusion would be anti-dilutive.