8-K

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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 7, 2007

ATS Corporation
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-51552 (Commission File Number)	11-3747850 (IRS Employer Identification No.)
7915 Jones Branch Drive, McLean, Virginia (Address of principal executive offices)		22102 (Zip Code)

Registrant's telephone number, including area code: (703) 506-0088

Not Applicable
(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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  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

        On November 7, 2007, ATS Corporation (the "Company") announced its financial results for the three and nine months ended September 30, 2007. The press release containing the announcement is filed as Exhibit 99.1 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated November 7, 2007

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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.

Date: November 7, 2007

ATS CORPORATION
By:	/s/ Edward H. Bersoff Dr. Edward H. Bersoff Chairman, President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated November 7, 2007

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SIGNATURES
EXHIBIT INDEX

EX-99.1

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Exhibit 99.1

[ATS LOGO]

ATS Corporation Announces Financial Results for the Third Quarter and Nine Months Ended September 30, 2007

        MCLEAN, VA—(MARKETWIRE)—November 7, 2007, ATS Corporation ("ATSC" or "the Company") (OTCBB:ATCT), a leading information technology company that delivers innovative technology solutions to federal, state, and local government organizations, today announced operating results for the third quarter and nine months ended September 30, 2007.

Third Quarter Results

        ATSC reported revenue of $25.6 million for the third quarter of 2007. EBITDA (1) was $2.0 million for the quarter, resulting in an EBITDA margin of 8.0%. Operating income for the quarter was $711,000 and the net income for the quarter was $353,000. Prior to the acquisition of Advanced Technology Systems, Inc. ("ATS") on January 16, 2007, ATSC was a blank check company without operating units or results.

        As previously disclosed in its 2007 first and second quarter earnings calls, ATSC continued to incur one-time transition-related costs from the January transaction that are not expected to be reflected in the ongoing performance of the Company. For the quarter ending September 30, 2007, those expenses included $38,000 in severance costs related to streamlining the Company's support operations and $144,000 related to start-up Sarbanes Oxley compliance initiatives. The exclusion of those expenses produces an adjusted EBITDA (2) of $2.2 million, resulting in an adjusted EBITDA margin of 8.7% for the quarter.

        Backlog as of September 30, 2007 was approximately $148.8 million, of which $40.6 million was funded. Days sales outstanding were 79 at the end of the third quarter of fiscal year 2007.

        As of September 30, 2007, ATSC's balance sheet included $13.5 million on its revolving credit facility related to the acquisition of Potomac Management Group which closed in September and $93.4 million in stockholders' equity.

Nine-Month Results

        ATSC reported revenue of $75.4 million for the first nine months of 2007. EBITDA (1) and adjusted EBITDA (2) was $5.0 million and $5.6 million, respectively, for the nine-month period resulting in EBITDA margin of 6.7% and adjusted EBITDA margin of 7.5%. Operating income and net loss for the nine-month period were $1.1 million and $6.3 million, respectively. The loss included a charge of $6.9 million on derivative liabilities attributed to the Company's warrants. Effective March 14, 2007, the Company's warrant agreement was clarified to state that ATSC was not required to net cash settle the instruments if unable to deliver registered shares of common stock to the warrant holders. As a result, ATSC was no longer required to mark the warrants to market and the warrants were reclassified from liabilities to stockholders' equity. Prior to March 14, 2007, ATSC marked the warrants to market as liabilities and recognized gains or losses on the increase or decrease in the fair value of the warrants. The nine months' results reflect the change in fair value through the date such liability was reclassified to equity.

Third Quarter Highlights

        Third quarter bookings totaled $46.0 million, including the following awards:

•

$16.5 million, 5-year contract with the Pension Benefit Guaranty Corporation ("PBGC") to provide software maintenance, operational and production support services for the Participant Applications Maintenance Team ("PAMT").

•

$14 million, 5-year contract with the Law Library of Congress to host, maintain and enhance the Global Legal Information Network ("GLIN") and supporting distance learning program.



•

$10 million, 5-year contract with the PBGC to provide development and maintenance support to My Pension Benefit Administration ("My PBA").

        Major ATSC highlights and accomplishments during the quarter included:

•

Winning all recompeted contracts, securing in excess of $30 million in revenue over multiple years.



•

Closing of Potomac Management Group acquisition on September 1, 2007, adding approximately $13 million in annual revenue with EBITDA margins in the mid-teens.



•

Announcing the acquisition of Number Six Software, Inc. ("Number Six"), expected to close in the next few days, adding approximately $33 million in annual revenue with 10 to 11% margins.



•

Increasing EBITDA (1) margins from 5% to 8% from the three months ending June 30, 2007 to the three months ending September 30, 2007.



•

Executing a strategic partnership with Thomson Financial and ATSC's commercial business unit, Appix, to target the broker dealer market by integrating the Appix mortgage backed securities processing system into Thomson Transaction Services main product, TTSHost.



•

Redeemed 2,835,222 warrants for $1,079,623 under the warrant repurchase program initiated in January 2007.

Management's Outlook

        Management will update guidance for the remainder of 2007 and provide guidance for 2008 after the Number Six acquisition closes, which we expect to occur in the next few days.

        ATSC President and Chief Executive Officer Dr. Edward H. Bersoff stated, "We are pleased to report a strong quarter of progress in which we won all recompeted contracts, significantly increased our margins, and expanded our market presence with the closing of the acquisition of Potomac Management Group."

        Bersoff continued, "While margin improvement continues to exceed projections, our revenue growth has been slower than estimated due to delays in several contract awards. Despite these issues, we are encouraged by our 100% recompete record and considerable increase in our pipeline and bid activity this past quarter."

        Bersoff concluded, "We will continue to prioritize on growth opportunities both from our new business development efforts and acquisitions. Our recently announced acquisition of Number Six will add significant scale to our business with no overlapping customers and expand our software development capabilities. We believe the combination of our acquisition strategy and the increasing pipeline from our new business development team is establishing a strong platform for expansion in 2008 and beyond. We continue to think the fundamentals of our business remain strong and the Company is well-positioned to achieve its long-term growth strategy."

Conference Call

        ATSC will conduct a third quarter conference call on Thursday, November 8, at 8:30 a.m EST. The number for the live teleconference is 888-321-3075, conference ID # 9420628.

        A recorded replay of the teleconference will be available Thursday, November 8, 2007, at 10:00 a.m. Eastern Time and will be available through Thursday, November 22, 2007. The teleconference replay and can be accessed by dialing 877-519-4471, conference ID # 9420628. A

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recorded replay of the teleconference will also be available on the Company website (www.atsva.com) for one year from the conference call date.

About ATS Corporation

        ATS Corporation operates through its subsidiaries, ATS, Reliable Integration Services, Potomac Management Group ("PMG"), and Appix, Inc. ("Appix").

        ATS Corporation is a leading provider of systems integration and application development, IT infrastructure management and strategic consulting services to U.S. federal and state and local government agencies, financial institutions and government-sponsored enterprises. Since its founding in 1978, ATS has been recognized for its custom software development and software integration capabilities and its deep domain expertise in federal government financial, human resource and data management systems. ATS has built and implemented over 100 mission-critical systems for clients.

        Any statements in this press release about future expectations, plans, and prospects for ATSC, including statements about the estimated value of the contract and work to be performed, and other statements containing the words "estimates," "believes," "anticipates," "plans," "expects," "will," and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: our dependence on our contracts with federal government agencies for the majority of our revenue, our dependence on our GSA schedule contracts and our position as a prime contractor on government-wide acquisition contracts to grow our business, and other factors discussed in our latest annual report on Form 10-K filed with the Securities and Exchange Commission on March 26, 2007. In addition, the forward-looking statements included in this press release represent our views as of November 7, 2007. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to November 7, 2007.

        Additional information about ATSC may be found at www.atsva.com.

(1)

EBITDA after extraordinary items is a non-GAAP measure that is defined as GAAP net income plus other expense, interest expense, income taxes, and depreciation and amortization adjusted for extraordinary expenses not expected to be reflected in the going performance of ATS related to the loss on warrant liabilities and vested, canceled options of the former Chief Financial Officer. The extraordinary expenses were only incurred in the first quarter of 2007. We have provided EBITDA because we believe it is a commonly used measure of financial performance in comparable companies and is provided to help investors evaluate companies on a consistent basis, as well as to enhance an understanding of our operating results. EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to net income as measure of operating performance or the cash flows from operating activities as a measure of liquidity. Please refer to the table at the end of this release that reconciles GAAP net income to EBITDA.

(2)

Adjusted EBITDA—Earnings before interest, taxes, depreciation and amortization adjusted for one time items not expected to be reflected in the ongoing performance of ATSC and related to severance expenses and start-up Sarbanes Oxley compliance costs. Adjusted EBITDA is not a recognized term under U.S. GAAP and does not purport to be an alternative to net income as measure of operating performance or the cash flows from operating activities as a measure of liquidity. Please refer to the table at the end of this release that reconciles GAAP net income to Adjusted EBITDA.

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Reconciliation of GAAP Net Income to
"EBITDA (1) and Adjusted EBITDA (2)"

			3 months ending 9/30/2007		9 months ending 9/30/2007
Net Income (Loss)			$	353,000	$	(6,294,000	)
	Adjustments to EBITDA:
		Depreciation	$	186,000	$	465,000
		Amortization Intangibles	$	1,146,000	$	2,871,000
		Interest	$	125,000	$	(26,000	)
		Taxes	$	233,000	$	507,000
EBITDA			$	2,043,000	$	(2,477,000	)
	EBITDA after Extraordinary Items
		Warrants			$	6,930,000
		Stock Compensation Lloyd			$	590,000
(1) EBITDA after Extraordinary Items			$	2,043,000	$	5,043,000
	"Adjusted EBITDA"
	Severance		$	38,000	$	360,000
	SOX		$	144,000	$	231,000
Total Adjustments to EBITDA			$	182,000	$	591,000
(2) "Adjusted EBITDA"			$	2,225,000	$	5,634,000

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ATS Corporation
Consolidated Balance Sheets (unaudited)

		September 30, 2007 (unaudited)		December 31, 2006
Assets
Current Assets
	Cash	$	239,908	$	213,395
	Accounts receivable		29,567,802		—
	Prepaid expenses and other current assets		1,019,782		136,006
	Income tax receivable		2,721,771		—
	Deferred income taxes, current		1,115,021		—
Total Current Assets			34,664,284		349,401
Short-term investments held in Trust account			—		121,024,475
Restricted Cash			1,262,530		—
Cash and cash equivalents held in trust fund			—		1,332
Property and equipment, net			1,503,049		—
Goodwill			77,222,617		—
Intangible assets, net			17,161,816		—
Deferred acquisition costs			—		1,361,215
Other assets			431,730		—
Deferred income tax benefit			—		502,744
Total Assets		$	132,246,026	$	123,239,167

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ATS Corporation
Consolidated Balance Sheets (continued)

		September 30, 2007 (unaudited)			December 31, 2006
Liabilities and Stockholders' Equity
	Line of credit	$	—		$	—
	Notes payable and capital leases—current portion		918,298			—
Accounts payable and accrued expenses			8,575,221			942,146
	Accrued salaries and related taxes		4,892,712			—
	Accrued leave benefits		2,680,450			—
	Income taxes payable		230,865			310,606
	Warrant liabilities		—			13,860,000
	Other current liabilities		509,873			—
	Deferred income taxes—current portion		—			40,489
Total Current Liabilities			17,807,419			15,153,241
Notes Payable			14,996,253			—
Capital leases—net of current portion			107,689			—
Other long term liabilities			328,573			—
Deferred income taxes—net of current portion			5,605,770			—
Total Liabilities			38,845,704			15,153,241
Common stock, subject to possible redemption 4,197,900 shares			—			23,424,282
Interest income attributable to common stock subject to possible redemptions (net of taxes of $0 and $561,204, respectively)			—			702,752
Total common stock subject to possible redemption			—			24,127,034
Commitments and Contingencies			—			—
Stockholders' Equity
	Common stock—$.0001 par value; 100,000,000 shares authorized; 26,626,079 and 26,250,000 issued; 18,283,324 and 26,250,000 outstanding, respectively (which includes 0 and 4,197,900 shares subject to possible redemption, respectively)		2,662			2,625
	Additional paid in capital		126,772,677			81,467,698
	Treasury stock, at cost 8,342,755 shares		(30,272,007	)		—
	Retained earnings (deficit)		(3,103,010	)		2,488,569
	Total Stockholders' Equity		93,400,322			83,958,892
Total Liabilities and Stockholders' Equity		$	132,246,026		$	123,239,167

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ATS Corporation

        Consolidated Statements of Operations (unaudited)

		Successor						Successor						Predecessor
		ATS Corp 3 months ending 9/30/2007			ATS Corp 3 months ending 9/30/2006			ATS Corp 9 months ending 9/30/2007			ATS Corp 9 months ending 9/30/2006			ATS I 3 months ending 7/31/2006			ATS I 9 months ending 7/31/2006
Revenue		$	25,646,747			—		$	75,372,148			—		$	30,048,881		$	86,231,975
Operating Costs and Expenses
	Cost of Services		17,753,224			—			52,922,818			—			18,907,450			54,138,280
	Selling, general and administrative		5,850,756			102,400			18,006,631			996,021			9,430,722			27,807,147
	Depreciation and Amortization		186,052			—			465,608			—			202,314			622,314
	Amortization of Intangible Assets		1,146,205			—			2,870,689			—			5,035			34,202
Total operating costs and expenses			24,936,237			102,400			74,265,746			996,021			28,545,521			82,601,943
Operating Income			710,510			(102,400	)		1,106,402			(996,021	)		1,503,360			3,630,032
Other Income (Expense)
	Interest Income (expense), net		(124,571	)		1,448,763			26,417			4,032,676			(92,504	)		(277,396	)
	Gain (Loss) on warrant liabilities		—			4,200,000			(6,930,000	)		5,040,000			—
	Other income		93			—			9,847			—			31,223			47,118
Income (Loss) Before Income Taxes			586,032			5,546,363			(5,787,334	)		8,076,655			1,442,079			3,399,754
Income Tax (Benefit) Expense
	Current		232,827			840,378			506,999			1,721,171			750,691			1,564,180
	Deferred		—			(232,431	)		—			(348,483	)		—			—
Income (Loss) from Continuing Operations			353,205			4,938,416			(6,294,333	)		6,703,967			691,388			1,835,574
Loss from Discontinued Operations			—			—			—			—			(623,773	)		(1,194,681	)
Net Income (Loss)		$	353,205		$	4,938,416		$	(6,294,333	)	$	6,703,967		$	67,615		$	640,893
Calculation of Net Income for Diluted Earnings
	Net Income less gain on derivative liabilities		—		$	(4,200,000	)		—		$	(5,040,000	)		—			—
	Adjusted Net income for diluted earnings	$	353,205		$	738,416		$	(6,294,333	)	$	1,663,967		$	67,615		$	640,893
Weighted average number of shares outstanding
	-basic		18,194,081			26,250,000			18,870,815			26,250,000			19,022,500			19,022,500
	-diluted		18,499,615			26,250,000			18,870,815			26,250,000			19,469,600			19,469,600
Weighted average number of shares outstanding exclusive of shares subject to possible redemption
	-basic		18,194,081			26,250,000			18,870,815			26,250,000			19,022,500			19,022,500
	-diluted		18,499,615			26,250,000			18,870,815			26,250,000			19,469,600			19,469,600
Basic net income (loss) per share
-Continuing operations		$	0.02		$	0.19		$	(0.33	)	$	0.26		$	0.04		$	0.10
-Discontinued operations			—			—			—			—			(0.03	)		(0.06	)
Net income (loss)		$	0.02		$	0.19		$	(0.33	)	$	0.26		$	0.00		$	0.03
Net income (loss) not subject to possible redemption		$	0.02		$	—		$	—		$	—		$	—		$	—
Weighted average number of shares outstanding			—			26,250,000			—			26,250,000			—			—
Shares assumed from the conversion of warrants			—			3,111,111			—			3,818,182			—			—
Weighted average number of shares outstanding — diluted			—			29,361,111			—			30,068,182			—			—
Diluted net income (loss) per share
-Continuing operations		$	0.02		$	0.03		$	(0.33	)	$	0.06		$	0.04		$	0.10
-Discontinued operations			—			—			—			—			(0.03	)		(0.06	)
Net income (loss)		$	0.02		$	0.03		$	(0.33	)	$	0.06		$	0.00		$	0.03
Net income (loss) not subject to possible redemption		$	0.02		$	0.19		$	(0.33	)	$	0.26		$	0.00		$	0.03

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ATS Corporation
Consolidated Statement of Cash Flows (unaudited)

				(Successor)						(Predecessor)
				For the Nine Months Ended September 30, 2007			For the Nine Months Ended September 30, 2006			For the Nine Months Ended July 31, 2006
Cash Flows from Operating Activities
	Net income (loss)			$	(6,294,333	)	$	6,703,967		$	640,893
	Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
		Depreciation and amortization			465,608			—			656,516
		Amortization of intangibles			2,870,689			—			—
		Deferred income taxes			(1,942,376	)		(348,483	)		(1,786,808	)
		Deferred rent			—			—			(231,492	)
		Loss on disposal of equipment			—			—			58,283
		Stock-based compensation			778,443			—			—
		Board of Director's stock compensation			42,638			—			—
	Interest on notes payable				14,141			—			—
		(Gain) Loss on derivative liabilities attributable to warrants			6,930,000			(5,040,000	)		—
		Changes in assets and liabilities, net of effects of acquisitions:
			Accounts receivable		(5,813,760	)		—			(360,727	)
			Interest receivable		—			(128,876	)		—
			Prepaid expenses		(632,007	)		67,930			49,645
			Prepaid supplies		—			—			381,361
			Income taxes receivable		(277,399	)		(195,214	)		(363,610	)
			Other assets		(61,965	)		—			(213,229	)
			Accounts payable and accrued expenses		46,826			1,234,167			(844,118	)
			Accrued salaries and related taxes		(4,027,516	)		—			(770,593	)
			Accrued vacation		391,839			—			95,167
			Other current liabilities		(385,324	)		—			—
			Other long-term liabilities		(362,767	)		—			—
Net Cash (Used in) Provided by Operating Activities					(8,257,263	)		2,293,491			(2,688,712	)
Cash Flows from Investing Activities
	Purchase of property and equipment				(359,976	)		—			(298,988	)
	Sale of U.S. government securities held in Trust fund				121,024,475			—			—
	Purchase of U.S. government securities held in Trust fund				—			(595,573,920	)		—
	Maturities of U.S. government securities held in Trust fund				—			593,344,327			—
	Purchase of Advanced Technology Systems Incorporated, net of cash received				(79,396,068	)		—			—
	Purchase of Potomac Management Group, Inc., net of cash received				(13,684,302	)		—
	Purchase of Reliable Integration Services, Inc., net of cash received				(997,849	)		—			—
	Deferred acquisition costs				—			(1,154,976	)		—
	Release of cash held in Trust Fund				1,332			269,161			—
	Restricted cash				(44,748	)		—			—
Net Cash Provided by (Used in) Investing Activities					26,542,864			(3,115,408	)		(298,988	)
Cash Flows from Financing Activities
	Net borrowings on line-of-credit				13,496,253			—			1,687,035
	Payments on notes payable				—			—			(41,469	)
	Payments on capital leases				(52,989	)		—			(19,959	)
	Payments to repurchase stock purchase warrants				(1,430,345	)		—			—
	Payments to repurchase treasury stock				(30,272,007	)		—			(4,662	)
	Net Cash (Used in) Provided by Financing Activities				(18,259,088	)		—			1,620,945
Net Increase (Decrease) in Cash					26,513			(821,917	)		(1,366,755	)
Cash, beginning of period					213,395			1,855,394			1,366,755
Cash, end of period				$	239,908		$	1,033,477		$	—

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Company Contact:
Joann O'Connell
Vice President, Investor Relations
ATS Corporation
(703) 506-0088

Pubic Relations Contact:
David Knowles
301-924-0330 x25

Investor Relations Contact:
Laura Kowalcyk
Investor Relations
CJP Communications for ATS Corporation
(212) 279-3115 ext.209
Email Contact: lkowalcyk@cjpcom.com

Source: ATS Corporation

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Exhibit 99.1