8-K

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):  May 10, 2007

ATS Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-51552	11-3747850
(State or other	(Commission File Number)	(IRS Employer
jurisdiction of incorporation)		Identification No.)

7915 Jones Branch Drive, McLean, Virginia	22102
(Address of principal executive offices)	(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:

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

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

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

oPre-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 May 10, 2007, ATS Corporation (the “Company”) announced its financial results for the quarter ended March 31, 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 May 10, 2007

2

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:  May 10, 2007

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

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated May 10, 2007

4

EX-99.1

Exhibit 99.1

Press Release

ATS CORPORATION ANNOUNCES FINANCIAL RESULTS FOR THE FIRST QUARTER ENDED
MARCH 31, 2007

McLEAN, Va.—(MARKET WIRE)—May 10, 2007— ATS Corporation (“ATSC”) (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 first quarter ended March 31, 2007.  Prior to the acquisition of Advanced Technology Systems, Inc. on January 16, 2007, ATSC was a blank check company without operating units.

ATSC reported revenue of $23.5 million for the first quarter of 2007.  Net loss was $6.8 million or $0.33 per diluted share.  This included a loss of $6.9 million on derivative liabilities attributed to our warrants.  Because our warrant agreement, until March 14, 2007, was not clear as to whether we were required to net cash settle the warrants if we were unable to deliver common stock to the warrant holders, we were required to mark the warrants to market as liabilities and therefore recognize gains or losses on the increase or decrease in the fair market value of the warrants.  Effective March 14, 2007, the warrant agreement was clarified to state that we are not required to net cash settle the instruments if we are unable to deliver shares of common stock to the warrant holders.  We are therefore no longer required to mark the warrants to market and the warrants have now been reclassified as stockholders’ equity from liabilities.

The other elements of cost impacting earnings for the quarter were $774,000 of amortization of intangibles associated with the ATSI acquisition and $5,000 associated with the RISI acquisition.  We expect these amounts to be approximately $930,000 and $15,000, respectively, in future quarters.

We also had a charge of approximately $600,000 associated with stock based compensation during the quarter.  This amount was primarily due to stock options that vested during the quarter.  We expect the amount of stock based compensation to be approximately $100,000 per quarter going forward.

Business Highlights

ATSC President and Chief Executive Officer Dr. Edward H. Bersoff stated, “I am pleased with all that we have been able to accomplish in the past several months, including the finalization of the acquisition of ATSI on January 16, 2007, and RISI on March 1, 2007; selecting our new independent accounting firm; negotiating our $9 million bridge credit facility while working on putting in place a three-year line of credit; creating a new business development organization; and implementing a company-wide incentive program.”

Conference Call

ATSC will conduct a first quarter conference call on Thursday, May 10, at 5:00 p.m. ET.  The dial-in number for the live teleconference is 877-715-5282, conference ID # 8778959.  Recorded replay of the teleconference will be available beginning May 11 on the company website:  www.atsva.com for one year from the conference call and by telephone at 877-519-4471, conference ID # 8778959, beginning at 8:00 p.m. ET on May 10, 2007 through 11:59 p.m. ET on May 24, 2007.

About ATS Corporation and Advanced Technology Systems, Inc.

ATS Corporation (formerly named Federal Services Acquisition Corporation) operates through its subsidiaries, Advanced Technology Systems, Inc., Reliable Integration Services, and Appix, Inc.

Advanced Technology Systems, Inc. (“ATS”) is a leading provider of systems integration and application development, IT infrastructure management and strategic IT consulting services to U.S. federal government agencies. 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.

ATS’ financial management software expertise assists clients preparing for the government’s increased financial accountability standards. ATS’ data management systems expertise allows clients to increase efficiency with better human resource and case management tracking capabilities, while also allowing them to organize and track information easily. Additionally, ATS’  IT outsourcing capabilities provide ATS with an opportunity to develop long-term value added partnerships with clients that allow end-users and government agencies to focus on core mission priorities, while reducing expenditures on systems management.

In addition, ATSC leverages its IT services, management consulting, and software and systems development solutions expertise into financial institutions, insurance companies and government sponsored enterprises through a wholly owned subsidiary, Appix, Inc. (“Appix”). Appix is one of the largest providers of outsourced professional services at Fannie Mae and currently serves many Fortune 500 financial services and insurance companies. Additional information about Appix may be found at www.appix.com.

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 May 10, 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 May 10, 2007.

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

ATS Corporation

Consolidated Statements of Operations

	(Successor)						(Predecessor)
							For the period
	For the Three			For the Three			from November 1,			For the Three
	Months Ended			Months Ended			2006 through			Months Ended
	March 31,			March 31,			January 15,			January 31,
	2007			2006			2007			2006
Revenue	$	23,477,720		$	—		$	21,447,600		$	26,054,341
Operating costs and expenses
Cost of services	16,464,217			—			15,472,700			18,572,701
Selling, general and administrative	5,970,982			610,197			12,677,730			6,260,651
Depreciation and amortization	146,827			—			142,575			221,508
Amortization of intangible assets	779,335			—			—			—
Total operating costs and expenses	23,361,361			610,197			28,293,005			25,054,860
Operating income	116,359			(610,197		)	(6,845,405		)	999,481
Other Income (Expense)
Interest income (expense), net	143,451			1,189,712			(108,200		)	(50,847		)
Loss on derivative liabilities attributable to warrants	(6,930,000		)	(10,920,000		)	—			—
Other income	735			—			54,267			7,936
Income (Loss) Before Income Taxes	(6,669,455		)	(10,340,485		)	(6,899,338		)	956,570
Income Tax (Benefit) Expense	102,711			263,560			(2,533,542		)	382,188
Income (Loss) from Continuing Operations	(6,772,166		)	(10,604,045		)	(4,365,796		)	574,382
Loss from Discontinued Operations, net of income tax benefits of $252,252	—			—			—			(378,377		)
Net Income (Loss)	$	(6,772,166	)	$	(10,604,045	)	$	(4,365,796	)	$	196,005
Interest income attributable to common stock subject to possible redemption (net of taxes of $0 and $106,135 respectively)	—			(129,093		)	—			—
Net income (loss) allocable to common stocholders not subject to possible redemption	$	(6,772,166	)	$	(10,733,138	)	$	(4,365,796	)	$	196,005
Weighted average number of shares outstanding
—basic	20,307,248			26,250,000			19,022,500			19,023,400
—diluted	20,307,248			26,250,000			19,022,500			19,400,587
Weighted average shares outstanding exclusive of shares subject to possible redemption
—basic	20,307,248			22,052,100			19,022,500			19,023,400
—diluted	20,307,248			22,052,100			19,022,500			19,400,587
Basic net income (loss) per share
—Continuing operations	$	(0.33	)	$	(0.40	)	$	(0.23	)	$	0.03
—Discontinued operations	$	—		$	—		$	—		$	(0.02	)
—Net income	$	(0.33	)	$	(0.40	)	$	(0.23	)	$	0.01
—Net income not subject to possible redemption	$	(0.33	)	$	(0.49	)	$	(0.23	)	$	0.01
Diluted net income (loss) per share
—Continuing operations	$	(0.33	)	$	(0.40	)	$	(0.23	)	$	0.03
—Discontinued operations	$	—		$	—		$	—		$	(0.02	)
—Net income	$	(0.33	)	$	(0.40	)	$	(0.23	)	$	0.01
—Net income not subject to possible redemption	$	(0.33	)	$	(0.49	)	$	(0.23	)	$	0.01

ATS Corporation

Consolidated Balance Sheets

	(Successor)				(Predecessor)
	March 31,		December 31,		January 15,		October 31,
	2007		2006		2007		2006
	(unaudited)		(audited)		(unaudited)		(audited)
Assets
Current Assets
Cash	$	1,728,046	$	213,395	$	28,040	$	718,571
Accounts receivable, net	23,115,274		—		21,260,609		20,495,315
Prepaid expenses and other current assets	593,243		136,006		525,032		632,948
Income tax receivable	781,278		—		2,524,113		1,483,728
Other current assets	3,525,605		—		—		—
Assets held for sale	—		—		—		231,861
Deferred income taxes, current	1,316,803		—		—		—
Total Current Assets	31,060,249		349,401		24,337,794		23,562,423
Short term investments held in trust account	—		121,024,475		—		—
Restricted cash	1,230,681		—		1,217,782		1,204,710
Cash and cash equivalents held in Trust fund	—		1,332		—		—
Property and equipment, net	1,413,442		—		1,466,108		1,352,736
Goodwill	64,760,564		—		3,171,886		3,171,886
Intangible assets, net	16,520,665		—		—		—
Deferred acquisition costs	—		1,361,215		—		—
Other assets	53,248		—		325,043		328,678
Deferred income tax benefit	—		502,744		239,113		—
Total Assets	$	115,038,849	$	123,239,167	$	30,757,726	$	29,620,433

ATS Corporation

Consolidated Balance Sheets—Continued

	(Successor)					(Predecessor)
	March 31,			December 31,		January 15,			October 31,
	2007			2006		2007			2006
	(unaudited)			(audited)		(unaudited)			(audited)
Liabilities and Stockholders’ Equity
Current Liabilities
Line-of-credit	$	—		$	—	$	9,964,955		$	6,930,000
Capital leases–current portion	87,385			—		61,015			78,999
Accounts payable and accrued expenses	7,478,648			942,146		6,645,529			7,884,056
Accrued salaries and related taxes	3,886,284			—		8,706,116			3,620,113
Accrued vacation	2,573,676			—		2,284,566			2,302,812
Income taxes payable	—			310,606		—			—
Warrant liabilities	—			13,860,000		—			—
Other current liabilities	464,214			—		386,992			387,698
Current liabilities of discontinued operations	—			—		—			35,422
Deferred income taxes-current portion	—			40,489		889,783			803,258
Total Current Liabilities	14,490,207			15,153,241		28,938,956			22,042,358
Notes payable	86,857			—		—			—
Capital leases–net of current portion	141,531			—		181,104			181,174
Other long-term liabilities	446,801			—		560,022			625,546
Deferred income taxes–net of current portion	6,241,032			—		—			1,327,915
Total Liabilities	21,406,428			15,153,241		29,680,082			24,176,993
Common stock, subject to possible redemption 4,197,900 shares	—			23,424,282		—			—
Interest income attributable to common stock subject to possible redemption (net of taxes of $0 and $561,204, respectively)	—			702,752		—			—
Total common stock, subject to possible redemtion	—			24,127,034		—			—
Commitments and Contingencies	—			—		—			—
Stockholders’ Equity
Preferred stock — $.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding	—			—		—			—
Preferred stock; non-voting, no par value; 50,000,000 shares authorized; no shares issued or outstanding	—			—		—			—
Common stock — $.0001 par value, 100,000,000 shares authorized; 26,470,209 and 26,250,000 issued; 18,127,454 and 26,250,000 outstanding, respectively (which includes 0 and 4,197,900 shares subject to possible redemption, respectively	2,647			2,625		—			—
Common stock; Class A voting, no par value; 75,000,000 shares authorized; 9,219,700 issued; 9,023,400 outstanding — predecessor	—			—		34,768			34,768
Common stock; Class B voting, no par value; 75,000,000 shares authorized; 10,000,000 issued and outstanding	—			—		1,736			1,736
Additional paid-in capital	127,482,626			81,467,698		—			—
Treasury stock, at cost 8,342,755 and 0 shares (sucessor); 197,200 and 196,300 shares (predecessor)	(30,272,007		)	—		(37,358		)	(37,358		)
Retained earnings (defecit)	(3,580,845		)	2,488,569		1,078,498			5,444,294
Total Stockholders’ Equity	93,632,421			83,958,892		1,077,644			5,443,440
Total Liabilities and Stockholders’ Equity	$	115,038,849		$	123,239,167	$	30,757,726		$	29,620,433

.

ATS Corporation

Consolidated Statements of Cash Flows

	(Successor)						(Predecessor)
	For the Three			For the Three			For the period from November 1,			For the Three
	Months Ended			Months Ended			2006 through			Months Ended
	March 31,			March 31,			January 15,			January 31,
	2007			2006			2007			2006
Cash Flows from Operating Activities
Net income (loss)	$	(6,772,166	)	$	(10,604,045	)	$	(4,365,796	)	196,005
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	113,234			—			142,575			221,508
Amortization of intangibles	779,335			—			—			—
Deferred income taxes	(1,947,134		)	(250,436		)	(1,480,503		)	—
Loss on disposal of equipment	—			—			45,040			58,233
Bad debt	—			—			—			85,000
Stock-based compensation	600,670			—			1,870,000			9,000
Interest on notes payable	1,354			—			—			—
Loss on derivative liabilities attrituable to warrants	6,930,000			10,920,000			—			—
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable	(1,519,877		)	—			(533,433		)	(1,378,747	)
Interest receivable	—			(20,477		)	—			—
Prepaid expenses	(60,601		)	25,314			107,916			34,108
Other current assets	(3,525,605		)	—			—			—
Income taxes payable (receivable)	1,432,229			71,111			(1,040,385		)	(1,000,180	)
Other assets	284,248			—			3,635			(21,982	)
Accounts payable and accrued expenses	(252,705		)	391,230			(1,238,527		)	(1,743,508	)
Accrued salaries and related taxes	(5,033,944		)	—			3,202,024			(800,854	)
Accrued vacation	285,065			—			(39,689		)	(94,629	)
Other current liabilities	(47,222		)	—			(66,230		)	(77,164	)
Other long-term liabilities	(113,221		)	—			—			—
Net Cash (Used in) Provided by Operating Activities	(8,846,340		)	532,697			(3,393,373		)	(4,513,210	)
Cash Flows from Investing Activities
Purchase of property and equipment	(10,308		)	—			(300,987		)	(71,256	)
Sale of U.S. government securities held in Trust fund	121,024,475			—			—			—
Purchase of U.S. government securities held in Trust fund	—			(118,220,220		)	—			—
Maturuties of U.S. government securities held in Trust fund	—			117,669,592			—			—
Purchase of Advanced Technology Systems Incorporated, net of cash received	(79,355,621		)	—			—			—
Purchase of Reliable Integration Services, Inc., net of cash received	(1,000,778		)	—			—			—
Release (deposit) of cash held in Trust Fund	1,332			(170,738		)	—			—
Restricted cash	(12,899		)	—			(13,072		)	—
Net Cash Provided by (Used in) Investing Activities	40,646,201			(721,366		)	(314,059		)	(71,256	)
Cash Flows from Financing Activities
Net borrowings on line-of-credit	—			—			3,034,955			3,398,702
Payments on notes payable	—			—			—			(166,470	)
Payments on capital leases	(13,203		)	—			(18,054		)	(14,521	)
Repurchase of common stock	(30,272,007		)	—			—			—
Net Cash (Used in) Provided by Financing Activities	(30,285,210		)	—			3,016,901			3,217,711
Net Increase (Decrease) in Cash	1,514,651			(188,669		)	(690,531		)	(1,366,755	)
Cash, beginning of period	213,395			1,855,394			718,571			1,366,755
Cash, end of period	$	1,728,046		$	1,666,725		$	28,040		—

Company Contact:
Dr. Edward H. Bersoff
Chairman, President and Chief Executive Officer
ATS Corporation
(703) 506-0088

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