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