December 5, 2005
Mail Stop 4561
Mr. George J. Pedersen
ManTech International Corporation
12015 Lee Jackson Highway
Fairfax, VA 22033
Re: ManTech International Corporation
Form 10-K for the year ended December 31, 2004
Filed 3/16/05
File No. 0-49604
Dear Mr. Pedersen:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
Liquidity and Capital Resources
Contractual Obligations, page 30
1. We note that you have not included an amount for other long-
term
liabilities in your table of contractual obligations despite a
$5.8
million balance in this line item on your consolidated balance
sheet.
Please confirm to us that you will revise the table of contractual
obligations in future filings to include all obligations and long-
term liabilities as required by Item 303(a)(5) of Regulation S-K.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page 42
2. We note that in certain circumstances revenues are recognized
before contract amendments have been finalized. Please advise us
in
what circumstances you would recognize revenue on the unexecuted
portion of a contract and how you determine that all revenue
recognition criteria related to that contract have been met.
Note 7. Goodwill and Other Intangibles, page 49
3. You disclose that you acquired certain assets from ACS in 2004
for
a total of $8 million. $5 million of the total purchase price was
allocated to goodwill, which implies that this transaction was a
business acquisition. In this regard, please advise us how the
assets acquired from ACS constitute a business as defined in EITF
98-
3. If the assets acquired from ACS to not constitute a business,
please advise us of your basis in GAAP for allocating a portion of
the purchase price to goodwill.
4. Please tell us how the acquisition of ACS resulted in a
reduction
of amortization expense in the third quarter of 2004, considering
that you purchased additional intangible assets that are subject
to
amortization.
Note 12. Investments, page 58
5. Please advise us why the investment in GSE Systems, Inc.
remains
on your balance sheet subsequent to the sale of all equity
interests
in this company. Please revise your financial statements as
necessary.
Note 15. Acquisitions, page 60
6. We note that you have allocated a significant portion of the
purchase price of recent acquisitions to goodwill. Pursuant to
paragraph 51(b) of SFAS 141, disclose the primary reasons for each
acquisition, including a description of the factors that
contributed
to a purchase price that resulted in goodwill. This comment was
previously issued in connection with the review of your Form 10-K
for
the year ended December 31, 2003, but it does not appear that your
footnote has been revised to comply with our comment.
* * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your proposed revisions that
keys
your responses to our comments and provides any requested
supplemental information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision. Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Kristi Beshears at (202) 551-3429 or me at
(202) 551-3486 if you have questions.
Sincerely,
Daniel L. Gordon
Branch Chief
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ManTech International Corporation
December 5, 2005
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