Document
false0000892537 0000892537 2020-07-29 2020-07-29


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 29, 2020
__________________________________________

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.)
2251 Corporate Park Drive
Herndon
Virginia
20171
(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.)
__________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock
MANT
Nasdaq

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. below):

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.





Item 2.02    Results of Operations and Financial Condition;
Item 7.01    Regulation FD Disclosure;
Item 8.01    Other Events
On July 29, 2020, ManTech International Corporation announced its financial results for the fiscal quarter ended June 30, 2020, and provided updated financial guidance for fiscal year 2020 (the "Earnings Release"). ManTech also announced the declaration of a quarterly cash dividend payment to its stockholders. A dividend of $0.32 per share will be paid on September 25, 2020 to stockholders of record as of the close of business on September 11, 2020. 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.
Item 9.01    Financial Statements and Exhibits
(d) Exhibits
Exhibit
No.
Description of Exhibit
104
Cover Page Interactive Data File (embedded in the Inline XBRL document).





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:
July 29, 2020
Name:
Michael R. Putnam
 
 
Title:
Senior VP - Corporate & Regulatory Affairs












Exhibit




Exhibit 99.1
ManTech Announces Financial Results for
Second Quarter of 2020

Revenue: $632 million, up 18% from the second quarter of 2019
EBITDA Margin: 8.9%
Diluted EPS: $0.74, up 23% from the second quarter of 2019
Adjusted Diluted EPS: $0.84, up 20% from the second quarter of 2019
Bookings of $663 million resulting in a book-to-bill ratio of 1.0
Cash Flow from Operations: $62 million
Raises and narrows the range of 2020 guidance on all measures

HERNDON, Va., July 29, 2020 (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 second quarter of fiscal year 2020, which ended June 30, 2020.

"ManTech's agility and resilience continues to be evidenced by our financial performance. The company produced another quarter of exceptional organic growth, healthy profitability and robust cash flow. Our talented people's passion for delivering innovation and their steadfast commitment to customer missions underpin our continuing success," said ManTech President and Chief Executive Officer, Kevin M. Phillips.

Summary Operating Results
 
Three months ended
June 30,
(In Millions Except Per Share Amounts)
2020
 
2019
Revenue
$632.5
 
$537.0
Operating Income
$39.6
 
$33.3
Net Income
$29.9
 
$24.2
Diluted EPS
$0.74
 
$0.60
 
Non-GAAP Financial Measures*
EBITDA
$56.6
 
$46.3
EBITDA Margin
8.9%
 
8.6%
Adjusted Net Income
$33.9
 
$28.0
Adjusted Diluted EPS
$0.84
 
$0.70
*Information about ManTech's use of non-GAAP financial measures, including a reconciliation of the non-GAAP financial measures to the most comparable financial measures calculated and presented in accordance with GAAP, is provided under "Non-GAAP Financial Measures."

As a result of strong continued demand for our services and solutions, revenue was $632 million, up 18% from the second quarter of 2019. In the quarter, revenue growth was primarily organically driven as a result of recent contract awards.

Operating income was $39.6 million for the quarter, up 19% from the second quarter of 2019. Net income was $29.9 million and diluted earnings per share ("EPS") was $0.74, up 24% and 23% from the second quarter of 2019, respectively.

Page 1





EBITDA was $56.6 million for the quarter, up 22% from the second quarter of 2019, representing an EBITDA margin of 8.9% for the quarter. Adjusted net income was $33.9 million and adjusted diluted EPS was $0.84, up 21% and 20% from the second quarter of 2019, respectively.

Cash Management and Capital Deployment

For the quarter, cash flow from operations totaled $62 million. Days sales outstanding (DSO) were 63 days, an improvement of 3 days compared to the second quarter of 2019.

During the quarter, the Company paid $12.9 million, or $0.32 per share, as part of its regular cash dividend program to its common stockholders of record as of June 5, 2020. As of June 30, 2020, the Company had $29.7 million in cash and cash equivalents and $20.0 million of outstanding borrowings on its $500 million revolving-credit facility, which provides the Company with ample financial capacity to fund operations, pursue acquisitions and issue dividends while maintaining a strong balance sheet.

The Board of Directors has declared a quarterly dividend of $0.32 to be paid September 25, 2020, to all common stockholders of record as of September 11, 2020, 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 $663 million in the quarter, representing a book-to-bill ratio of 1.0. In the second quarter, approximately 20% of the awards were for new business. ManTech's notable single-award contracts in the quarter include:

Cyber and IT Modernization Services for the Navy. ManTech was awarded a new, 5-year contract totaling $87 million to provide cyber, enterprise IT and software engineering services in support of the Navy Maritime Maintenance Enterprise Solution for the Naval Sea Systems Command.

Advance Secure, Integrated Network Communications for the Navy. ManTech was awarded a 5-year contract totaling $66 million to continue providing research and development, engineering, test and evaluation, training and cyber services on communication and electronic systems for the Naval Air Warfare Center Aircraft Division.

The Company received a number of additional contract awards in the quarter including several extensions to existing contracts and new contracts from various customers, most of which are classified.

The Company’s backlog of business at quarter end was $9.2 billion including $1.4 billion of funded backlog.


Page 2




Forward Guidance

The Company has raised and narrowed the range of its 2020 guidance for revenue, adjusted net income and adjusted diluted earnings per share as specified in the table below.

Measure
Fiscal 2020 Guidance
Revenue (million)
$2,450 - $2,500
Adjusted Net Income* (million)
$127.6 - $130.3
Adjusted Diluted EPS*
$3.14 - $3.21
*Information about ManTech's use of non-GAAP financial measures is provided under "Non-GAAP Financial Measures"

Adjusted net income and adjusted diluted EPS exclude amortization of acquired intangibles and the related tax impact. The Company does not provide a reconciliation of forward-looking adjusted net income and adjusted diluted EPS, due to inherent difficulty in forecasting and quantifying these non-GAAP exclusions that are necessary for such reconciliation without unreasonable efforts. Material changes to any one of these items could have significant effect on future GAAP results.

ManTech Chief Financial Officer Judith L. Bjornaas said, "We have outperformed against plan in the first half of 2020 and will look to maintaining that momentum for the balance of the year. Our backlog continues to afford us good visibility and a path to sustained growth."

Conference Call

ManTech executive management will hold a conference call on July 29, 2020, 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 3476156. 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 mission-focused technology solutions and services for U.S. defense, intelligence community and federal civilian agencies. In business more than 50 years, we excel in full-spectrum cyber, data collection & analytics, enterprise IT, systems and software engineering solutions that support national and homeland security. Additional information about ManTech can be found at www.mantech.com.



Page 3




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 “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 maintain our relationship with the U.S. government, or the failure to compete effectively for new contract awards or to retain existing U.S. government contracts; disruptions to our business resulting from the recent outbreak of the novel coronavirus disease 2019 (known as COVID-19) or other similar global health epidemics, pandemics and/or other disease outbreaks; adverse changes in U.S. government spending for programs we support, whether due to changing mission priorities, economic and political policy changes or federal budget constraints generally; inability to recruit and retain a sufficient number of employees with specialized skill sets or necessary security clearances who are in great demand and limited supply; failure compete effectively for awards procured through the competitive bidding process, and the adverse impact of delays resulting from our competitors' protest of new contracts that are awarded to us; disruptions of our business or damage to our reputation resulting from cyber attacks and other security threats; failure to obtain option awards, task orders or funding under contracts; the government renegotiating, modifying or terminating of our contracts; failure to comply with, or adverse change in, complex U.S. government laws and procurement; adverse results in U.S. government audits or other investigations of our government contracts; failure to successfully integrate acquired companies or businesses into our operations or to realize any accretive or synergistic effects from such acquisitions; failure to mitigate risk associated with conducting business internationally; and adverse change in business conditions that may cause our investments in recorded goodwill to become impaired. 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. 22, 2019, 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)
 
June 30,
2020
 
December 31,
2019
ASSETS
 
 
 
Cash and cash equivalents
$
29,668

 
$
8,854

Receivables—net
443,018

 
398,976

Prepaid expenses
38,172

 
20,030

Taxes receivable—current
6,586

 
21,996

Other current assets
6,089

 
4,878

Total Current Assets
523,533

 
454,734

Goodwill
1,191,270

 
1,191,259

Other intangible assets—net
188,651

 
196,778

Property and equipment—net
111,381

 
85,631

Operating lease right of use assets
102,187

 
117,728

Employee supplemental savings plan assets
32,740

 
36,777

Investments
11,549

 
11,550

Other assets
13,458

 
13,457

TOTAL ASSETS
$
2,174,769

 
$
2,107,914

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
LIABILITIES
 
 
 
Accounts payable and accrued expenses
$
146,936

 
$
146,016

Accrued salaries and related expenses
114,911

 
97,298

Contract liabilities
47,766

 
27,620

Operating lease obligations—current
29,063

 
29,047

Total Current Liabilities
338,676

 
299,981

Deferred income taxes
134,352

 
131,782

Operating lease obligations—long term
89,149

 
103,148

Accrued retirement
31,525

 
35,552

Long term debt
20,000

 
36,500

Other long-term liabilities
27,978

 
10,309

TOTAL LIABILITIES
641,680

 
617,272

COMMITMENTS AND CONTINGENCIES
 
 
 
STOCKHOLDERS' EQUITY
 
 
 
Common stock, Class A—$0.01 par value; 150,000,000 shares authorized; 27,388,381 and 27,235,860 shares issued at June 30, 2020 and December 31, 2019; 27,144,268 and 26,991,747 shares outstanding at June 30, 2020 and December 31, 2019
274

 
272

Common stock, Class B—$0.01 par value; 50,000,000 shares authorized; 13,187,195 and 13,187,195 shares issued and outstanding at June 30, 2020 and December 31, 2019
132

 
132

Additional paid-in capital
535,464

 
525,851

Treasury stock, 244,113 and 244,113 shares at cost at June 30, 2020 and December 31, 2019
(9,158
)
 
(9,158
)
Retained earnings
1,006,624

 
973,767

Accumulated other comprehensive loss
(247
)
 
(222
)
TOTAL STOCKHOLDERS' EQUITY
1,533,089

 
1,490,642

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
2,174,769

 
$
2,107,914


Page 5




MANTECH INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except Per Share Amounts)
 
(unaudited)
Three months ended
June 30,
 
(unaudited)
Six months ended
June 30,
 
2020
 
2019
 
2020
 
2019
REVENUE
$
632,492

 
$
537,037

 
$
1,243,404

 
$
1,038,967

Cost of services
539,473

 
459,266

 
1,059,764

 
890,349

General and administrative expenses
53,433

 
44,474

 
105,156

 
86,789

OPERATING INCOME
39,586

 
33,297

 
78,484

 
61,829

Interest expense
(632
)
 
(945
)
 
(1,287
)
 
(1,429
)
Interest income
137

 
121

 
187

 
311

Other income (expense), net

 
31

 
(22
)
 
(11
)
INCOME FROM OPERATIONS BEFORE INCOME TAXES AND EQUITY METHOD INVESTMENTS
39,091

 
32,504

 
77,362

 
60,700

Provision for income taxes
(9,143
)
 
(8,290
)
 
(18,734
)
 
(15,356
)
Equity in (losses) of unconsolidated subsidiaries

 

 
(1
)
 
(12
)
NET INCOME
$
29,948

 
$
24,214

 
$
58,627

 
$
45,332

BASIC EARNINGS PER SHARE:
 
 
 
 
 
 
 
Class A common stock
$
0.74

 
$
0.61

 
$
1.46

 
$
1.14

Class B common stock
$
0.74

 
$
0.61

 
$
1.46

 
$
1.14

DILUTED EARNINGS PER SHARE:
 
 
 
 
 
 
 
Class A common stock
$
0.74

 
$
0.60

 
$
1.44

 
$
1.13

Class B common stock
$
0.74

 
$
0.60

 
$
1.44

 
$
1.13



Page 6




MANTECH INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
 
(unaudited)
Six months ended
June 30,
 
2020
 
2019
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
 
 
 
Net income
$
58,627

 
$
45,332

Adjustments to reconcile net income to net cash flow from (used in) operating activities:
 
 
 
Depreciation and amortization
33,154

 
25,630

Noncash lease expense
13,357

 
13,503

Deferred income taxes
2,570

 
5,468

Stock-based compensation expense
5,510

 
3,250

Bad debt expense
2,156

 

Contract loss reserve
(372
)
 
(505
)
Equity in losses of unconsolidated subsidiaries
1

 
12

Change in assets and liabilities—net of effects from acquired businesses:
 
 
 
Receivables—net
(46,198
)
 
30,151

Prepaid expenses
(18,142
)
 
(13,704
)
Taxes receivable—current
15,410

 
(1,711
)
Other current assets
1,026

 
2,896

Employee supplemental savings plan asset
(100
)
 
(4,253
)
Accounts payable and accrued expenses
2,196

 
11,522

Accrued salaries and related expenses
17,613

 
1,353

Operating lease obligations
(14,286
)
 
(13,487
)
Contract liabilities
20,146

 
15,317

Accrued retirement
(4,027
)
 
1,977

Other long-term liabilities
17,687

 
280

Other
(1,651
)
 
412

Net cash flow from operating activities
104,677

 
123,443

CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(45,600
)
 
(21,946
)
Investment in capitalized software
(5,016
)
 
(1,952
)
Proceeds from corporate owned life insurance
4,137

 

Proceeds from sale of property and equipment
869

 

Acquisition of a business-net of cash acquired

 
(114,552
)
Deferred contract costs

 
(2,658
)
Proceeds from equity method investment

 
283

Net cash used in investing activities
(45,610
)
 
(140,825
)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES:
 
 
 
Borrowing under revolving credit facility
261,500

 
333,000

Repayments under revolving credit facility
(278,000
)
 
(297,000
)
Dividends paid
(25,782
)
 
(21,548
)
Proceeds from exercise of stock options
4,882

 
4,979

Payment consideration to tax authority on employees' behalf
(777
)
 
(1,357
)
Principal paid on financing leases
(76
)
 
(62
)
Net cash from (used in) financing activities
(38,253
)
 
18,012

NET CHANGE IN CASH AND CASH EQUIVALENTS
20,814

 
630

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
8,854

 
5,294

CASH AND CASH EQUIVALENTS, END OF PERIOD
$
29,668

 
$
5,924



Page 7




Non-GAAP Financial Measures (Unaudited)

To supplement the review of ManTech's consolidated financial statements presented on a GAAP basis, the Company has provided non-GAAP calculations of certain financial measures. ManTech uses and refers to EBITDA, EBITDA margin, adjusted net income and adjusted EPS, all of which are non-GAAP financial measures. These non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for the comparable GAAP measures.

ManTech’s management believes that these non-GAAP financial measures provide additional useful information regarding the Company’s operational and financial results. These non-GAAP financial measures eliminate the effect of non-cash items such as depreciation of tangible assets and amortization of intangible assets primarily recognized in business combinations as well as the effect of discrete tax items which we do not believe are indicative of our core operating performance. These non-GAAP financial measures are considered important and frequently utilized by investors and financial analysts covering ManTech’s industry. The Company’s computation of its non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies, thus limiting their use for comparability.

The following tables present selected financial data, including the reconciliation of the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP.

EBITDA is calculated by excluding depreciation and amortization expense, interest expense, interest income, other expense, income taxes and equity in losses of unconsolidated subsidiaries from net income.

EBITDA margin is calculated by dividing EBITDA by revenue.

Three months ended
June 30,
(In Thousands)
2020

2019
NET INCOME
$
29,948


$
24,214

Provision for income taxes
9,143


8,290

INCOME FROM OPERATIONS BEFORE INCOME TAXES AND EQUITY METHOD INVESTMENTS
$
39,091


$
32,504

Other expense (income), net


(31
)
Interest income
(137
)

(121
)
Interest expense
632


945

Depreciation and amortization
17,016


12,986

EBITDA
$
56,602


$
46,283

EBITDA Margin
8.9
%

8.6
%






Page 8




Adjusted net income is calculated by excluding the following items and the related tax impacts from net income: (i) amortization of acquired intangible assets and (ii) discrete tax items.

Adjusted diluted EPS is calculated by dividing adjusted net income by the diluted weighted average number of shares outstanding.
 
Three months ended
June 30,
(In Thousands Except Per Share Amounts)
2020
 
2019
NET INCOME
$
29,948

 
$
24,214

Amortization of acquired intangibles
5,176

 
5,053

Adjustments for tax effect
(1,211
)
 
(1,289
)
ADJUSTED NET INCOME
$
33,913

 
$
27,979

 
 
 
 
ADJUSTED DILUTED EPS
 
 
 
Class A common stock
$
0.84

 
$
0.70

Class B common stock
$
0.84

 
$
0.70

Note: Figures may not add due to rounding.



Page 9





Investor Relations
Media
Stephen Vather
Sheila Blackwell
VP, M&A and Investor Relations
VP, Enterprise Marketing & Communications
(703) 218-6093
(301) 717-7345
Stephen.Vather@ManTech.com
Sheila.Blackwell@ManTech.com



Page 10