0000892537-16-000048.txt : 20161102 0000892537-16-000048.hdr.sgml : 20161102 20161102161128 ACCESSION NUMBER: 0000892537-16-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20161102 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161102 DATE AS OF CHANGE: 20161102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANTECH INTERNATIONAL CORP CENTRAL INDEX KEY: 0000892537 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 221852179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49604 FILM NUMBER: 161967929 BUSINESS ADDRESS: STREET 1: 12015 LEE JACKSON MEMORIAL HIGHWAY CITY: FAIRFAX STATE: VA ZIP: 22033-3300 BUSINESS PHONE: 703-218-6000 MAIL ADDRESS: STREET 1: 12015 LEE JACKSON MEMORIAL HIGHWAY CITY: FAIRFAX STATE: VA ZIP: 22033-3300 8-K 1 fy16q3form8k.htm 8-K Document


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): November 2, 2016
__________________________________________

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;
Item 7.01    Regulation FD Disclosure;
Item 8.01    Other Events
On November 2, 2016, ManTech International Corporation announced its financial results for the fiscal quarter ended September 30, 2016, and provided updated financial guidance for fiscal year 2016 (the "Earnings Release"). ManTech also announced the declaration of a quarterly cash dividend payment to its stockholders. A dividend of $0.21 per share will be paid on December 23, 2016 to stockholders of record as of the close of business on December 9, 2016. Any future declarations of dividend payments are subject to the determination and approval of the Board of Directors.
A copy of the Earnings Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On November 2, 2016, ManTech also issued a press release announcing the promotions of Kevin Phillips and Judith Bjornaas, which release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01    Financial Statements and Exhibits
(d) Exhibits
Exhibit
No.
Description of Exhibit
99.1
ManTech International Corporation press release, dated November 2, 2016, announcing financial results for the fiscal quarter ended September 30, 2016
99.2
ManTech International Corporation press release, dated November 2, 2016, announcing the promotions of Kevin Phillips to President and Chief Operating Officer and Judith Bjornaas to Executive Vice President and Chief Financial Officer





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
 
 
 
 
 
 
By:
/s/    Michael R. Putnam
Date:
November 2, 2016
Name:
Michael R. Putnam
 
 
Title:
Senior VP - Corporate & Regulatory Affairs












EX-99.1 2 fy16q3earningsreleaseexhib.htm EXHIBIT 99.1 Exhibit




Exhibit 99.1
ManTech Announces Financial Results for
Third Quarter of 2016

Revenues: $415 million, up 5.7% (4.7% organic) from third quarter of 2015
Operating Margin: 5.7% for the third quarter, operating income up 11% from third quarter of 2015
Diluted EPS: $0.38, up 9% from third quarter of 2015
Book-to-Bill Ratio: 2.1 for the third quarter
Cash Flow from Operations: $32 million or 2.2 times net income

FAIRFAX, Va., November 2, 2016 (GLOBE NEWSWIRE) – ManTech International Corporation (Nasdaq:MANT), a leading provider of innovative technologies and solutions for mission-critical national security programs, today announced financial results for the third quarter of fiscal year 2016, which ended September 30, 2016.

"ManTech achieved outstanding performance across our key operating metrics with strong contract awards, organic growth and exceptional cash flow. Our excellent performance along with our strong balance sheet provides the foundation to fund organic growth and strategic acquisitions positioning ManTech to meet our customers' most challenging and changing demands," said ManTech Chairman and Chief Executive Officer George J. Pedersen.

“ManTech delivered strong organic revenue and earnings growth in the third quarter. I am pleased with the performance and momentum of the business, especially the pace of proposal submittals and contract awards for the quarter and full year. We continue to position the company to pursue higher demand services and solutions and to target large mission critical programs,” said newly promoted ManTech President and Chief Operating Officer Kevin M. Phillips.

Summary Operating Results

Revenues for the quarter were $415.4 million, up 5.7% from $393.0 million in the third quarter of 2015, up 4.7% organically. Support for Overseas Contingency Operations contributed roughly $29 million in revenues in the quarter, up about $3 million from the second quarter of 2016.

Operating income for the quarter of $23.5 million, representing an operating margin of 5.7%, was up 11% from the third quarter of 2015. For the quarter net income was $14.7 million and diluted earnings per share were $0.38, up 13% and 9%, respectively, compared to the third quarter of 2015.


Page 1




Cash Management and Capital Deployment

Cash flow from operations for the quarter was $32 million or 2.2 times net income. Days sales outstanding (DSO) were 63 days, an improvement of 6 days compared to the third quarter of 2015. As of September 30, 2016, the company had $71 million in cash and cash equivalents and no outstanding borrowings on its $500 million revolving-credit facility, which provides the company with the financial capacity to pursue acquisitions, issue dividends, and maintain a strong balance sheet.

The company paid $8.1 million in dividends, or $0.21 per share, to its common stockholders of record as of September 9, 2016. The Board of Directors has declared that the company will pay a cash dividend of $0.21 per share on December 23, 2016, to all common stockholders of record as of December 9, 2016, as part of its regular quarterly cash dividend program. Future declarations of dividends and their record and payment dates are subject to the final determination of ManTech's Board of Directors.

Contract Awards

Contract awards (bookings) totaled $886 million in the quarter, representing a book-to-bill ratio of 2.1. Over the trailing 12 months, the book-to-bill ratio is 1.4. Large, single-award contracts contributing to the quarterly bookings include:

Enterprise Management and Cyber Security Services for the National Geospatial-Intelligence Agency (NGA). ManTech was awarded a 4.7 year contract totaling approximately $323 million to provide services supporting the agency's enterprise service desk, command and control operations management function, cyber security operations cell, and the development and collection of business intelligence to support enterprise management process and product improvement.

ISR Support for the Marine Corps. ManTech was awarded a 5-year task order totaling approximately $208 million to continue providing research, engineering, science, technology, rapid prototyping, advisory and integration services in support of Marine Corps Intelligence, Surveillance and Reconnaissance Enterprise (MCISRE) strategic, operations and tactical intelligence objectives.

Data Exchange Services (DES) Development and Implementation Support. ManTech was awarded a 5-year, $32 million contract to continue providing software analysis, design, development, and testing and implementation support to the Department of Defense (DoD) Defense Medical Information Exchange (DMIX) Program Management Office.

Additional contract awards in the quarter include several extensions to existing contracts and new contracts from classified customers.

The company’s backlog of business at the end of quarter was $4.6 billion, up 9% compared to the second quarter of 2016; funded backlog was $1.0 billion, up 5% compared to the second quarter of 2016.


Page 2




Forward Guidance

The company is narrowing the range of its guidance on expected revenue, net income and diluted earnings per share. ManTech expects its revenue, net income, and diluted earnings per share as specified in the table below.

Measure
Fiscal 2016 Guidance
Revenue (billion)
$1.590 - $1.610
Net Income (million)
$55.5 - $56.2
Diluted Earnings per Share
$1.45 - $1.47

Newly appointed ManTech Chief Financial Officer Judith L. Bjornaas said, “I am pleased with the continued strong performance of the company, increased net income and earnings to our shareholders, and exceptional cash flows and receivables collection. We are focused on continuing to make organic investments and leveraging our strong balance sheet to enhance positioning within growing customer and capability sets.”

Conference Call

ManTech executive management will hold a conference call on November 2, 2016, at 5 p.m. Eastern to discuss the financial results and outlook and answer questions. Analysts may participate on the conference call by dialing 877-638-9567 (domestic) or 253-237-1032 (international) and entering passcode 87470755. The conference call will be webcast simultaneously to the public through a link on the Investor Relations section of the ManTech website (http://investor.mantech.com). A replay of the conference call will be available on the ManTech website approximately 2 hours after the conclusion of the conference call.

About ManTech International Corporation

ManTech provides innovative technologies and solutions for mission-critical national security programs for the intelligence community; the departments of Defense, State, Homeland Security, Health and Human Services, Veteran Affairs and Justice, including the Federal Bureau of Investigation (FBI); the health and space community; and other U.S. government customers. We support important national missions by providing services to approximately 50 federal government agencies under approximately 900 current contracts. ManTech's expertise includes cybersecurity; software and systems development; enterprise information technology; multi-discipline intelligence; program protection and mission assurance; systems engineering; test and evaluation (T&E); command, control, communications, computers, intelligence, surveillance and reconnaissance (C4ISR); training; supply chain management and logistics; and management consulting. 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,” “expect,” “intend,” “anticipate,” “believe,” or

Page 3




“estimate,” or the negative of these terms or words of similar import are intended to identify forward-looking statements.

These forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes we anticipate. Factors that could cause actual results to differ materially from the results we anticipate, include, but are not limited to, the following: failure to compete effectively for new contract awards or to retain existing U.S. government contracts; inability to recruit and retain sufficient number of employees with specialized skill sets who are in great demand and limited supply; delays in the competitive bidding process caused by competitors' protests of contract awards received by us; adverse changes or delays in U.S. government spending for programs we support due to failure to complete the budget and appropriations process in a timely manner, changing mission priorities, the implementation of cost reduction and efficiency initiatives by our customers, or other federal budget constraints generally; failure to obtain option awards, task orders or funding under contracts; renegotiation, modification or termination of our contracts, or failure to perform in conformity with contract terms or our expectations; increased exposure to risks associated with conducting business internationally; failure to realize the full amount of our backlog or adverse changes in the timing of receipt of revenues under contracts included in backlog; failure to successfully integrate acquired companies or businesses into our operations or to realize any accretive or synergistic effects from such acquisitions; adverse changes in business conditions that may cause our investments in recorded goodwill to become impaired; non-compliance with, or adverse changes in, complex U.S. government laws, procurement regulations or processes; disruption of our business or damage to our reputation resulting from security breaches in customer systems, internal systems or service failures (including as a result of cyber or other security threats), or employee or subcontractor misconduct; and adverse results of U.S. government audits or other investigations of our government contracts. These and other risk factors are more fully discussed in the section entitled "Risk Factors" in ManTech's Annual Report on Form 10-K previously filed with the Securities and Exchange Commission on Feb. 19, 2016, Item 1A of Part II of our Quarterly Reports on Form 10-Q, and, from time to time, in ManTech's other filings with the Securities and Exchange Commission.

The forward-looking statements included herein are only made as of the date of this press 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.

Page 4




MANTECH INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands Except Share and Per Share Amounts)
 
(unaudited)
 
September 30,
2016
 
December 31,
2015
ASSETS
 
 
 
Cash and cash equivalents
$
70,901

 
$
41,314

Receivables—net
292,292

 
304,253

Prepaid expenses and other
21,451

 
23,605

Total Current Assets
384,644

 
369,172

Goodwill
949,953

 
919,591

Other intangible assets—net
157,456

 
154,176

Employee supplemental savings plan assets
28,998

 
27,557

Property and equipment—net
22,213

 
22,439

Investments
11,061

 
10,853

Other assets
2,395

 
2,636

TOTAL ASSETS
$
1,556,720

 
$
1,506,424

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
LIABILITIES
 
 
 
Accounts payable and accrued expenses
$
96,201

 
$
106,271

Accrued salaries and related expenses
64,474

 
60,940

Billings in excess of revenue earned
14,012

 
12,685

Total Current Liabilities
174,687

 
179,896

Deferred income taxes—non-current
110,932

 
102,035

Accrued retirement
29,492

 
29,877

Other long-term liabilities
13,011

 
10,879

TOTAL LIABILITIES
328,122

 
322,687

COMMITMENTS AND CONTINGENCIES


 


STOCKHOLDERS' EQUITY
 
 
 
Common stock, Class A—$0.01 par value; 150,000,000 shares authorized; 25,590,003 and 24,731,584 shares issued at September 30, 2016 and December 31, 2015; 25,345,890 and 24,487,471 shares outstanding at September 30, 2016 and December 31, 2015
256

 
247

Common stock, Class B—$0.01 par value; 50,000,000 shares authorized; 13,191,845 and 13,191,845 shares issued and outstanding at September 30, 2016 and December 31, 2015
132

 
132

Additional paid-in capital
464,375

 
438,168

Treasury stock, 244,113 and 244,113 shares at cost at September 30, 2016 and December 31, 2015
(9,158
)
 
(9,158
)
Retained earnings
773,113

 
754,457

Accumulated other comprehensive loss
(120
)
 
(109
)
TOTAL STOCKHOLDERS’ EQUITY
1,228,598

 
1,183,737

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
1,556,720

 
$
1,506,424



Page 5




MANTECH INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per Share Amounts)

 
(unaudited)
Three months ended
September 30,
 
(unaudited)
Nine months ended
September 30,
 
2016
 
2015
 
2016
 
2015
REVENUES
$
415,402

 
$
393,008

 
$
1,207,418

 
$
1,147,716

Cost of services
356,294

 
334,991

 
1,031,319

 
975,383

General and administrative expenses
35,608

 
36,897

 
106,440

 
110,255

OPERATING INCOME
23,500

 
21,120

 
69,659

 
62,078

Interest expense
(263
)
 
(429
)
 
(858
)
 
(1,033
)
Interest income
36

 
44

 
99

 
135

Other income (expense), net
92

 
1,618

 
145

 
1,549

INCOME FROM OPERATIONS BEFORE INCOME TAXES AND EQUITY METHOD INVESTMENTS
23,365

 
22,353

 
69,045

 
62,729

Provision for income taxes
(8,630
)
 
(9,199
)
 
(26,440
)
 
(25,482
)
Equity in gains (losses) of unconsolidated subsidiaries
(71
)
 
(126
)
 
57

 
(11
)
NET INCOME
$
14,664

 
$
13,028

 
$
42,662

 
$
37,236

BASIC EARNINGS PER SHARE:
 
 
 
 
 
 
 
Class A common stock
$
0.38

 
$
0.35

 
$
1.12

 
$
0.99

Class B common stock
$
0.38

 
$
0.35

 
$
1.12

 
$
0.99

DILUTED EARNINGS PER SHARE:
 
 
 
 
 
 
 
Class A common stock
$
0.38

 
$
0.35

 
$
1.12

 
$
0.99

Class B common stock
$
0.38

 
$
0.35

 
$
1.12

 
$
0.99



Page 6




MANTECH INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
 
(unaudited)
Nine months ended
September 30,
 
2016
 
2015
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
42,662

 
$
37,236

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
22,582

 
22,345

Deferred income taxes
7,187

 
18,134

Stock-based compensation
2,266

 
4,187

Excess tax benefits from exercise of stock options
(1,024
)
 
(59
)
Equity in (gains) losses of unconsolidated subsidiaries
(57
)
 
11

Gain on disposition of business

 
(1,692
)
Gain on sale and retirement of property and equipment

 
(695
)
Change in assets and liabilities—net of effects from acquired businesses:
 
 
 
Receivables—net
11,823

 
83,659

Prepaid expenses and other
2,437

 
(205
)
Contractual inventory

 
(3,726
)
Employee supplemental savings plan asset
(1,441
)
 
5,096

Accounts payable and accrued expenses
(8,918
)
 
(41,728
)
Accrued salaries and related expenses
2,814

 
13,641

Billings in excess of revenue earned
1,327

 
14,330

Accrued retirement
(385
)
 
(4,426
)
Other
1,878

 
667

Net cash flow from operating activities
83,151

 
146,775

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Acquisition of businesses—net of cash acquired
(47,682
)
 
(101,342
)
Purchases of property and equipment
(5,666
)
 
(3,188
)
Investment in capitalized software for internal use
(1,390
)
 
(809
)
Payments to acquire investments
(474
)
 
(4,500
)
Transaction costs for disposition of business

 
(1,174
)
Proceeds from sale of property and equipment

 
696

Net cash flow from investing activities
(55,212
)
 
(110,317
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Dividends paid
(24,012
)
 
(23,637
)
Proceeds from exercise of stock options
24,636

 
4,530

Excess tax benefits from exercise of stock options
1,024

 
59

Borrowings under revolving credit facility

 
162,200

Repayments under revolving credit facility

 
(152,200
)
Net cash flow from financing activities
1,648

 
(9,048
)
NET CHANGE IN CASH AND CASH EQUIVALENTS
29,587

 
27,410

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
41,314

 
23,781

CASH AND CASH EQUIVALENTS, END OF PERIOD
$
70,901

 
$
51,191


Page 7






Contact:    ManTech International Corporation
Kevin Phillips, (703) 218-8269
investor.relations@mantech.com

ManTech-F


Page 8
EX-99.2 3 fy16q3earningsreleaseex992.htm EXHIBIT 99.2 Exhibit


Exhibit 99.2

ManTech Promotes Kevin Phillips to President and Chief Operating Officer and Judith Bjornaas to Chief Financial Officer
HERNDON, Va., November 2, 2016 (GLOBE NEWSWIRE) - ManTech International Corporation (Nasdaq:MANT) announced today that Kevin M. Phillips has been promoted to president and chief operating officer (COO). In this role, Phillips will assume overall responsibility for the general management and control of the company’s operations. ManTech’s Chairman of the Board and Chief Executive Officer George J. Pedersen will continue to spearhead the company’s overall strategy and corporate vision (which includes mergers and acquisitions and company investments), driving corporate governance matters, and leading its board of directors.
Phillips has served as ManTech’s chief financial officer (CFO) since 2005, during which time ManTech has increased its revenue by $570 million or 58%. Prior to CFO, Phillips served as corporate vice president, assistant to the chairman, and chief of staff, positions in which he played an active role in the integration of acquisitions and other strategic business issues.
“I am most pleased that Kevin will serve as our president and COO. This is a natural next step for us as we continue to build and expand our business through organic growth and acquisitions. As CFO, Kevin assumed increasingly greater operational responsibilities over the last few years and became an invaluable member of the senior leadership team in managing the company’s day-to-day affairs. Kevin has proven his mettle, demonstrated exceptional judgment, and earned the deepest respect of both our management team and our board of directors. I have the utmost confidence in Kevin and congratulate him on a well-earned promotion,” said Pedersen.
“I am honored to assume the role of president and COO of ManTech and look forward to working closely with George, our strong leadership team, and our employees to continue ManTech’s growth as a key provider of innovative technologies and solutions to the U.S. government,” remarked Phillips. Under Pedersen‘s leadership, ManTech has grown to $1.6 billion annual revenue and approximately 7,000 employees, with operations in over 20 countries around the world. “Today, ManTech provides cutting edge technologies that help solve some of the biggest national security challenges facing our nation, and I look forward to building upon our success.”
L. William Varner and Dan Keefe, ManTech’s two group presidents, will continue to provide strong leadership and direction in their current roles and will report directly to Phillips.
ManTech also announced that current Senior Vice President and Deputy CFO Judith L. Bjornaas will be promoted to CFO. Bjornaas has over 30 years of experience in defense contracting and previously served as both treasurer and CFO at NCI Information Systems.
Phillips noted, “Judy Bjornaas is ideally qualified for this position. Her progression from deputy CFO to the CFO position is the fitting result of her leadership and accomplishments. ManTech is exceptionally fortunate to have Judy on its senior leadership team as we take our company to the next level.



“I am very pleased to assume the role of CFO and look forward to the increased responsibility and opportunity to help ManTech grow its business through enhanced solutions and service delivery for our existing and new customers,” said Bjornaas.
About ManTech International Corporation
ManTech provides innovative technologies and solutions for mission-critical national security programs for the intelligence community; the departments of Defense, State, Homeland Security, Health and Human Services, Veteran Affairs and Justice, including the Federal Bureau of Investigation (FBI); the health and space community; and other U.S. government customers. We support important national missions by providing services to approximately 50 federal government agencies under approximately 900 current contracts. ManTech's expertise includes cybersecurity; software and systems development; enterprise information technology; multi-discipline intelligence; program protection and mission assurance; systems engineering; test and evaluation (T&E); command, control, communications, computers, intelligence, surveillance and reconnaissance (C4ISR); training; supply chain management and logistics; and management consulting. Additional information on ManTech can be found at www.mantech.com.




ManTech-L

ManTech International Corporation
Lynn Davis, 703-259-3636
lynn.davis@mantech.com