FORM 11-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 30, 2001
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A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
MANTECH INTERNATIONAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
MANTECH INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 000-49604 22-1852179
(State of Incorporation) Commission File No.) (EIN)
12015 LEE JACKSON MEMORIAL HIGHWAY
FAIRFAX, VA 22033
Telephone number, including area code (703) 218-6000
Total number of pages in this report: 82
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Index to Exhibits on Page 15
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INDEX
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Page
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Independent Auditors' Report ...................................................... 3
Financial Statements for the years ended December 30, 2001 and 2000:
Statement of Net Assets Available for Plan Benefits ...................... 5
Statement of Changes in Net Assets Available for Plan Benefits ........... 6
Notes to Financial Statements ..................................................... 7
Supplemental Schedules as of December 30, 2001:
Schedule of Assets Held for Investment Purposes .......................... 12
Schedule of Reportable Transactions ...................................... 13
Signatures ........................................................................ 14
Exhibit Index ..................................................................... 15
Deloitte
& Touche
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee
ManTech International Employee Stock Ownership Plan
Fairfax, Virginia
We have audited the accompanying statements of net assets available for plan
benefits of the ManTech International Employee Stock Ownership Plan for the
years ended December 30, 2001 and 2000, and the related statements of changes in
net assets available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan'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 audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for plan benefits of the Plan as of December
30, 2001 and 2000, and the changes in net assets available for plan benefits for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.
As explained in Note 2, the financial statements and supplemental schedules
include securities valued at $218.88 and $160.69, as of December 30, 2001 and
2000, respectively, whose values have been estimated by the Trustee in the
absence of readily ascertainable market values. Because of the inherent
uncertainty of valuation, those estimated values may differ significantly from
the values that would have been used had a ready market for the securities
existed, and the differences could be material.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets Held
for Investment Purposes and of Reportable Transactions are presented for the
purpose of additional analysis and
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Deloitte
Touche
Tohmatsu
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are not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. Such schedules have been subjected to the auditing procedures applied in
our audit of the basic financial statements for the year ended December 30,
2001, and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic 2001 financial statements taken as a whole.
June 17, 2002
/s/ Deloitte & Touche LLP
MANTECH INTERNATIONAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 30, 2001 and 2000
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2001 2000
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ASSETS:
Investment in the Company's Class A Common Stock, at fair value:
Value of Common Stock on deposit
with CIGNA $4,045,997 $1,776,589
Cash 22,252 --
Contributions receivable:
Cash 413,057 247,269
Employer's contribution of the Company's
Class A Common Stock 989,576 1,171,561
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Net assets available for plan benefits $5,470,882 $3,195,419
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The accompanying notes are an integral part of these financial statements.
MANTECH INTERNATIONAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 30, 2001 and 2000
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2001 2000
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Additions to net assets:
Employer contributions $ 1,424,885 $1,418,830
Net appreciation
in fair value of investments 1,075,770 414,048
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Total investment income 1,075,770 414,048
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Total additions 2,500,655 1,832,878
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Deductions from net assets:
Distributions 225,192 --
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Net increase 2,275,463 1,832,878
Net assets available for plan benefits:
Beginning of year 3,195,419 1,362,541
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End of year $ 5,470,882 $3,195,419
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The accompanying notes are an integral part of these financial statements.
MANTECH INTERNATIONAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF PLAN
The following description of the ManTech International Corporation Employee
Stock Ownership Plan (commonly referred herein as the "ESOP" or the "Plan")
provides only general information. Participants should refer to the Plan
agreement for more detailed information.
General
The ESOP is a qualified retirement plan, established effective January 1, 1999,
and subject to the provisions of the Employee Retirement Income Security Act of
1974 (ERISA), as amended. All employees of ManTech International Corporation
("the Company"), and its subsidiaries, who are on the Company's U.S. payroll are
eligible to participate in the Plan, including regular full-time employees, and
part-time employees scheduled to work 20 or more hours per week. Employees who
are not eligible to participate in the Plan include: (I) leased employees; (ii)
employees who are employed under the terms of contracts between the Company and
the United States government, unless the contracts are designated by the Company
as participating in the Plan; and (iii) employees who are employed by a
subsidiary or related company that has not adopted the Plan.
Contributions and Eligibility
The ESOP is non-leveraged and will be funded entirely through Company
contributions based on a percentage of eligible employee compensation, as
defined in the Plan. Contributions can consist of the Company's Class A Common
Stock (for which there are periodic, independent valuations conducted) or cash.
Eligible employees share in any Company contribution made for a plan year if
they meet the following minimum requirements:
a) The employee is credited with at least 1,000 hours of service during
the plan year; and
b) The employee is employed by the Company on the last day of the plan
year.
Plan Administration
Through the Plan year ended December 30, 2001, the Plan's Trustee was George J.
Pedersen, the Company's majority owner, Chairman of the Board, CEO and
President. Mr. Pedersen neither participates in the Plan nor will he derive any
stock ownership from Plan operation.
The Plan is administered by the Administrative Committee (the Committee), that
plans, administers, and negotiates rights and benefits for participants in the
Plan. The custodian of the Plan, CIGNA Retirement and Investment Services
(CIGNA), is responsible for administration.
All administrative expenses, including the cost of independent stock
valuations, are paid directly by the Company.
Distributions
No distributions from the Plan will be made until a participant retires,
becomes disabled, dies (in which case, payment shall be made to his or her
beneficiary or, if none, his or her legal representatives), or otherwise
terminates employment with the Company. For the Plan years ended through
December 30, 2001, all distributions will be paid in cash no later than the
end of the plan year following the plan year in which the termination event
takes place.
Vesting
Participants vest in their ESOP account on a graduated scale based on years
of continuous service. A participant is fully vested after five years of
credited service.
Forfeitures
Plan participants who are not 100% vested at the time of employment
termination will forfeit a pro-rata share of their ESOP account balance.
Forfeitures will be used to offset future Company contributions.
Forfeitures are fully recognized beginning at the end of the plan year in
which the participant either receives a distribution of the vested portion
of his or her account, or incurs a one-year break in service as an employee
of the Company; whichever occurs first.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are presented on the accrual basis of
accounting. The common shares of the Company are valued at their estimated
fair value determined by an annual independent appraisal, as of the end of
the year. Unrealized appreciation or depreciation in the fair value of
investments held at year-end is recorded in the statement of changes in net
assets available for Plan benefits for the year. The independent market
value appraisal was $218.88 per share at December 30, 2001, and $160.69 per
share at December 30, 2000. However, because of the inherent uncertainty of
valuation, those estimated values may differ significantly from the values
that would have been used had a ready market for the securities existed,
and the differences could be material.
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.
Tax Status
The Internal Revenue Service (IRS) has determined and informed the Company
by a letter dated March 25, 2000, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue
Code (IRC). The Plan has subsequently been amended since receiving this
determination letter and the Company anticipates obtaining a determination
letter from the IRS that the Plan, as amended, continues to comply with all
applicable requirements of the IRC. The Plan administrator believes that
the Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC. Accordingly, no provision for income
taxes has been recorded in the Plan's financial statements.
Plan Termination
The Company expects to continue to sponsor the Plan indefinitely and to
continue to make contributions. However, the Company has the right to
terminate the Plan at any time upon written notice to the Committee and
CIGNA. In the event of plan termination, participants are 100% vested in
their accounts.
NOTE 3 - SHARE ALLOCATION
In September 2001, 8,830 shares of the Company, representing $1,418,830 in
total contributions, were allocated to all eligible participants. A portion
of these allocated shares was contributed by the Company in cash to
accommodate ESOP distributions. These shares were valued at their estimated
fair value determined by an independent appraisal, as of December 30, 2000.
The independent market value appraisal was $160.69 per share at December
30, 2000.
A total of $225,192 in distributions pertaining to fully and partially
vested account balances as of December 30, 1999 was completed in 2001.
NOTE 4 - SUBSEQUENT EVENTS
The Company is incorporated in Delaware and is the successor by merger to
ManTech International Corporation, a New Jersey corporation. As a result of
the merger, in January 2002, the Company reincorporated from New Jersey to
Delaware.
The Plan's Trustee, effective beginning in 2002, is CIGNA Bank and Trust
Company, FSB.
The Company successfully closed its Initial Public Offering on February 12,
2002.
In June 2002, 6,298 shares of the Company, representing $1,424,885 in total
contributions, net of $127,847 in year 2000 forfeitures, were allocated to
all eligible participants. A portion of these allocated shares was
contributed by the Company in cash to accommodate ESOP distributions. These
shares are valued at their estimated fair value determined by an
independent appraisal, as of December 30, 2001. The independent market
value appraisal was $218.88 per share at December 30, 2001.
A total of $435,309 in distributions pertaining to fully and partially
vested account balances as of December 30, 2000, will be completed before
December 30, 2002.
The Plan was amended, effective for Plan years beginning on December
31,2001, to reflect certain changes permitted under the Economic Growth and
Tax Relief Reconciliation Act of 2001 signed into law by President Bush.
As a result of the Company's Initial Public Offering and recapitalization
and split of common stock in 2002, additional changes to the Plan are
underway, but not yet finalized.
NOTE 5 - RECONCILIATION TO IRS FORM 5500
Pursuant to ERISA provisions, the following is a reconciliation of net assets
available for plan benefits at December 30, 2001 and December 30, 2000 as
reported in the Statement of Net Assets Available for Plan Benefits, to net
assets as reported on Form 5500 to be filed with the IRS:
As of As of
12/30/2001 12/30/2000
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Amount per Statement of Net Assets
Available for Plan Benefits $ 5,470,882 $ 3,195,419
Items reflected in IRS Form 5500 not
reflected in the Statement of Net
Assets Available for Plan Benefits:
Distributions Payable (435,309) (225,778)
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Amount per IRS Form 5500 $ 5,035,573 $ 2,969,641
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Pursuant to ERISA provisions, the following is a reconciliation of total
withdrawals in the periods ended December 30, 2001 and December 30, 2000 as
reported in the Statement of Changes in Net Assets Available for Plan Benefits,
to withdrawals as reported on Form 5500 to be filed with the IRS:
For the year For the year
ended ended
12/30/2001 12/30/2000
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Withdrawals per Statement of Changes in
Net Assets Available for Plan Benefits $ 225,192 --
Add: Distributions Payable to withdrawing
participants at year end 435,309 225,778
Less: Distributions Payable to withdrawing
participants at beginning of year (225,778) --
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Amount per IRS Form 5500 $ 434,723 $ 225,778
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MANTECH INTERNATIONAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES
DECEMBER 30, 2001
Identity of Issuer,
Borrower, Lessor or Fair
Similar Party Description of Investment Shares Value
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ManTech International Class A Common Stock 18,485 $4,045,997
Corporation (1) ====== ==========
(1) Noted as party-in-interest.
MANTECH INTERNATIONAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 30, 2001
Fair
Value of Gain/
Transaction Type Description Shares Cost Assets Loss
---------------- ----------- ------ ---- ------ ----
I. Single transaction in excess of 5%:
None
II. Series of transactions with respect
to securities of the same issue in
excess of 5%:
Contributions ManTech International
Corporation (1)
Class A Common Stock 6,298 $1,424,885 $1,424,885 --
Distributions ManTech International
Corporation (1)
Class A Common Stock 1,401 $ 225,192 $ 225,192 --
III Any transactions with respect to securities
with a person if any prior or subsequent
transactions with such person exceeded 5%:
None
(1) Noted as party-in-interest.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan administrator has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
(Registrant) MANTECH INTERNATIONAL CORPORATION
(Name of Plan) MANTECH INTERNATIONAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
By: ManTech International Corporation, Plan Administrator
Principal Financial Officer
Date: June 26, 2002 By /s/ John A. Moore, Jr.
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John A. Moore, Jr., Chief Financial Officer and
Treasurer
Principal Accounting Officer
Date: June 26, 2002 By /s/ Matthew P. Galaski
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Matthew P. Galaski, Asst. Chief Financial Officer
EXHIBIT INDEX
Exhibit Page
Number Description of Exhibits Number
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MANAGEMENT CONTRACTS AND COMPENSATION PLANS
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10.1 ManTech International Corporation Employee Stock
Ownership Plan (Effective as of January 1, 1999) 16
10.2 First Amendment dated October 18, 2000 to the ManTech
International Corporation Employee Stock Ownership Plan 75
10.3 Second Amendment dated December 15, 2001 to the
ManTech International Corporation Employee Stock
Ownership Plan 78