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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

|           |  |                                                                                        
|---------- |  | ---------------------------------------------------------------------------------------
|(Mark One)
|x          |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Quarter ended March 31, 2002

OR

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission file number 0-23585

(SM&A logo)

SM&A
(Exact name of registrant as specified in its charter)

|                                                                          |  |                                                
|------------------------------------------------------------------------- |  | -----------------------------------------------
|California
(State or other jurisdiction of
incorporation or organization) |  | 33-0080929
(I.R.S. Employer
Identification No.)

4695 MacArthur Court, 8th Floor, Newport Beach, California 92660
(Address of principal executive offices, including zip code)

(949) 975-1550
(Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x  No o

The number of shares outstanding of the registrants common stock as of
April 30, 2002 was 19,471,719.





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TABLE OF CONTENTS



|                            |                                                                                               |                                                      |  |  |  |  |  | 
|--------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------- |  |  |  |  |  | 
|                            |                                                                                               | CONDENSED CONSOLIDATED BALANCE SHEETS               
|                            |                                                                                               | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS     
|                            |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS               
|                            |                                                                                               | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|                            | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                            | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|PART II  OTHER INFORMATION
|                            | ITEM 1. LEGAL PROCEEDINGS                                                                    
|                            | ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                            
|                            | ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                                      
|                            | ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|                            | ITEM 5. OTHER INFORMATION                                                                    
|                            | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURE                  
|EXHIBIT INDEX              
|EXHIBIT 3.2                
|EXHIBIT 10.8               



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SM&A

INDEX

PART I. FINANCIAL INFORMATION

|           |  |                                                                                                                |  |      
|---------- |  | -------------------------------------------------------------------------------------------------------------- |  | -----
|           |  |                                                                                                                |  | Page 
|           |  |                                                                                                                |  |      
|Item 1.    |  | Financial Statements:                                                                                          |  |      
|           |  | Condensed Consolidated Balance Sheets as of March 31, 2002 (unaudited) and December 31, 2001                   |  | 3    
|           |  | Condensed Consolidated Statements of Operations for the three months ended
March 31, 2002 and 2001 (unaudited) |  | 4    
|           |  | Condensed Consolidated Statements of Cash Flows for the three months ended
March 31, 2002 and 2001 (unaudited) |  | 5    
|           |  | Notes to Condensed Consolidated Financial Statements (unaudited)                                               |  | 6-8  
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                          |  | 9-15 
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                                                     |  | 16   
|          
|           |  | PART II. OTHER INFORMATION                                                                                     |  |      
|          
|Item 1.    |  | Legal Proceedings                                                                                              |  | 17   
|Item 2.    |  | Changes in Securities and Use of Proceeds                                                                      |  | 17   
|Item 3.    |  | Defaults Upon Senior Securities                                                                                |  | 17   
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                                            |  | 17   
|Item 5.    |  | Other Information                                                                                              |  | 17   
|Item 6.    |  | Exhibits and Reports on Form 8-K                                                                               |  | 18-20
|Signatures |  | 21                                                                                                            

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SM&A

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

|                                                  |                                                                      |                            |        |         |        |             |        |              |        |  |  | 
|------------------------------------------------- | -------------------------------------------------------------------- | -------------------------- | ------ | ------- | ------ | ----------- | ------ | ------------ | ------ |  |  | 
|                                                  |                                                                      |                            |        |         |        | March 31,   |        | December 31,
|                                                  |                                                                      |                            |        |         |        | 2002        |        | 2001        
|                                                  |                                                                      |                            |        |         |        |             |        |             
|                                                  |                                                                      |                            |        |         |        | (unaudited) |        |              |        | 
|ASSETS                                           
|Current assets:                                   |                                                                      |                            |        |         |        |             |        |             
|                                                  | Cash                                                                 |                            | $      | 2,393   |        |             | $      | 26,270       |       
|                                                  | Restricted cash                                                      |                            |        | 500     |        |             |        | 3,265        |       
|                                                  | Accounts receivable, net                                             |                            |        | 9,400   |        |             |        | 9,022        |       
|                                                  | Prepaid income taxes                                                 |                            |        | 128     |        |             |        | 1,860        |       
|                                                  | Prepaid expenses and other current assets                            |                            |        | 377     |        |             |        | 385          |       
|                                                  | Deferred income taxes                                                |                            |        | 4,061   |        |             |        | 2,395        |       
|                                                  |                                                                      |                            |        |         |        |             |        |             
|                                                  |                                                                      | Total current assets       |        |         | 16,859 |             |        |              | 43,197 | 
|Property and equipment, net                       |                                                                      |                            | 576    |         |        |             | 557    |             
|Deferred income taxes                             |                                                                      |                            | 729    |         |        |             | 729    |             
|Other assets                                      |                                                                      |                            | 104    |         |        |             | 118    |             
|                                                  |                                                                      |                            |        |         |        |             |        |             
|                                                  |                                                                      | $                          | 18,268 |         |        | $           | 44,601 |             
|                                                  |                                                                      |                            |        |         |        |             |        |             
|LIABILITIES AND SHAREHOLDERS EQUITY             
|Current liabilities:                              |                                                                      |                            |        |         |        |             |        |             
|                                                  | Trade accounts payable                                               |                            | $      | 1,352   |        |             | $      | 1,487        |       
|                                                  | Accrued compensation and related benefits                            |                            |        | 3,018   |        |             |        | 3,479        |       
|                                                  | Income taxes payable                                                 |                            |        | 4,065   |        |             |        | 3,351        |       
|                                                  | Current portion of long-term debt and capital lease obligations, net |                            |        | 108     |        |             |        | 22,232       |       
|                                                  | Interest payable                                                     |                            |        | 2       |        |             |        | 695          |       
|                                                  | Net liabilities of discontinued operations                           |                            |        | 5,100   |        |             |        | 7,483        |       
|                                                  |                                                                      |                            |        |         |        |             |        |              |       
|                                                  |                                                                      | Total current liabilities  |        |         | 13,645 |             |        |              | 38,727 | 
|Deferred rent                                     |                                                                      |                            | 217    |         |        |             | 215    |             
|Interest rate swap, at fair value                 |                                                                      |                            | 1,538  |         |        |             | 1,786  |             
|Capital lease obligations, net of current portion |                                                                      |                            | 169    |         |        |             | 188    |             
|Commitments and contingencies                     |                                                                      |                            |        |         |        |             |        |             
|Shareholders equity:                             |                                                                      |                            |        |         |        |             |        |             
|                                                  | Preferred stock                                                      |                            |        |        |        |             |        |             |       
|                                                  | Common stock                                                         |                            |        | 49,033  |        |             |        | 48,754       |       
|                                                  | Accumulated deficit                                                  |                            |        | (46,334 | )      |             |        | (45,069      | )     
|                                                  |                                                                      |                            |        |         |        |             |        |             
|                                                  |                                                                      | Total shareholders equity |        |         | 2,699  |             |        |              | 3,685  | 
|                                                  |                                                                      |                            |        |         |        |             |        |             
|                                                  |                                                                      | $                          | 18,268 |         |        | $           | 44,601 |             
|                                                  |                                                                      |                            |        |         |        |             |        |             

See accompanying notes to consolidated financial statements

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SM&A

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

|                                                                             |                                              |   |                             |        |                              |       |             |        |   |       |  
|---------------------------------------------------------------------------- | -------------------------------------------- | - | --------------------------- | ------ | ---------------------------- | ----- | ----------- | ------ | - | ----- | -
|                                                                             |                                              |   |                             |        | Three months ended March 31,
|                                                                             |                                              |   |                             |        |                             
|                                                                             |                                              |   |                             |        | 2002                         |       | 2001       
|                                                                             |                                              |   |                             |        |                              |       |            
|                                                                             |                                              |   |                             |        | (unaudited)                  |       | (unaudited)
|Revenue                                                                      |                                              | $ | 12,552                      |        |                              | $     | 12,008      |       
|Cost of revenue                                                              |                                              |   | 7,368                       |        |                              |       | 6,750       |       
|                                                                             |                                              |   |                             |        |                              |       |             |       
|                                                                             |                                              |   | Gross margin                |        |                              | 5,184 |             |        |   | 5,258 |  
|Selling, general and administrative expenses                                 |                                              |   | 2,907                       |        |                              |       | 3,171       |       
|                                                                             |                                              |   |                             |        |                              |       |             |       
|                                                                             |                                              |   | Operating income            |        |                              | 2,277 |             |        |   | 2,087 |  
|Other income (expense):                                                      |                                              |   |                             |        |                              |       |             |       
|                                                                             | Interest expense, net                        |   |                             | (434   | )                            |       |             | (438   | )
|                                                                             | Unrealized gain (loss) on interest rate swap |   |                             | 248    |                              |       |             | (448   | )
|                                                                             |                                              |   |                             |        |                              |       |             |       
|                                                                             |                                              |   | Other income (expense), net |        |                              | (186  | )           |        |   | (886  | )
|                                                                             |                                              |   |                             |        |                              |       |             |       
|Income from continuing operations before income taxes                        |                                              |   | 2,091                       |        |                              |       | 1,201       |       
|Income tax expense                                                           |                                              |   | 857                         |        |                              |       | 482         |       
|                                                                             |                                              |   |                             |        |                              |       |             |       
|Income from continuing operations                                            |                                              |   | 1,234                       |        |                              |       | 719         |       
|Loss from discontinued businesses, net of income taxes                       |                                              |   |                            |        |                              |       | (932        | )     
|Extraordinary loss from early extinguishment of debt, net of income taxes    |                                              |   | (2,499                      | )      |                              |       |            |       
|Cumulative effect of adoption of FASB Statement No. 133, net of income taxes |                                              |   |                            |        |                              |       | (668        | )     
|                                                                             |                                              |   |                             |        |                              |       |             |       
|Net loss                                                                     |                                              | $ | (1,265                      | )      |                              | $     | (881        | )     
|                                                                             |                                              |   |                             |        |                              |       |             |       
|Income per share from continuing operations:                                 |                                              |   |                             |        |                              |       |             |       
|                                                                             | Basic                                        |   | $                           | 0.06   |                              |       | $           | 0.04   |  
|                                                                             | Diluted                                      |   | $                           | 0.06   |                              |       | $           | 0.04   |  
|Loss per share from discontinued operations:                                 |                                              |   |                             |        |                              |       |             |       
|                                                                             | Basic                                        |   | $                           |       |                              |       | $           | (0.05  | )
|                                                                             | Diluted                                      |   | $                           |       |                              |       | $           | (0.05  | )
|Loss per share from early extinguishment of debt:                            |                                              |   |                             |        |                              |       |             |       
|                                                                             | Basic                                        |   | $                           | (0.13  | )                            |       | $           |       |  
|                                                                             | Diluted                                      |   | $                           | (0.12  | )                            |       | $           |       |  
|Loss per share from cumulative effect of change in accounting:               |                                              |   |                             |        |                              |       |             |       
|                                                                             | Basic                                        |   | $                           |       |                              |       | $           | (0.04  | )
|                                                                             | Diluted                                      |   | $                           |       |                              |       | $           | (0.04  | )
|                                                                             |                                              |   |                             |        |                              |       |             |       
|Net income (loss) per share:                                                 |                                              |   |                             |        |                              |       |             |       
|                                                                             | Basic                                        |   | $                           | (0.07  | )                            |       | $           | (0.05  | )
|                                                                             | Diluted                                      |   | $                           | (0.06  | )                            |       | $           | (0.05  | )
|                                                                             |                                              |   |                             |        |                              |       |             |       
|Shares used in calculating net income (loss) per share:                      |                                              |   |                             |        |                              |       |             |       
|                                                                             | Basic                                        |   |                             | 19,347 |                              |       |             | 18,892 |  
|                                                                             | Diluted                                      |   |                             | 20,257 |                              |       |             | 18,947 |  

See accompanying notes to consolidated financial statements.

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SM&A

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

|                                      |                                                                                 |                                                       |                                                       |                                                     |        |                    |         |             |        |        |        |  
|------------------------------------- | ------------------------------------------------------------------------------- | ----------------------------------------------------- | ----------------------------------------------------- | --------------------------------------------------- | ------ | ------------------ | ------- | ----------- | ------ | ------ | ------ | -
|                                      |                                                                                 |                                                       |                                                       |                                                     |        | Three Months Ended
|                                      |                                                                                 |                                                       |                                                       |                                                     |        | March 31,         
|                                      |                                                                                 |                                                       |                                                       |                                                     |        |                   
|                                      |                                                                                 |                                                       |                                                       |                                                     |        | 2002               |         | 2001       
|                                      |                                                                                 |                                                       |                                                       |                                                     |        |                    |         |            
|                                      |                                                                                 |                                                       |                                                       |                                                     |        | (unaudited)        |         | (unaudited)
|CASH FLOWS FROM OPERATING ACTIVITIES: |                                                                                 |                                                       |                                                       |                                                     |        |                    |         |            
|                                      | Net loss                                                                        |                                                       | $                                                     | (1,265                                              | )      |                    | $       | (881        | )     
|                                      | Adjustments to reconcile net loss to net cash provided by
operating activities: |                                                       |                                                       |                                                     |        |                    |         |             |       
|                                      |                                                                                 | Loss from discontinued operations, net of tax         |                                                       |                                                     |       |                    |         |             | 932    |       
|                                      |                                                                                 | Cumulative effect of adoption of FASB 133, net of tax |                                                       |                                                     |       |                    |         |             | 668    |       
|                                      |                                                                                 | Change in fair value of interest rate swap            |                                                       |                                                     | (248   | )                  |         |             | 448    |       
|                                      |                                                                                 | Depreciation and amortization                         |                                                       |                                                     | 59     |                    |         |             | 54     |       
|                                      |                                                                                 | Deferred income taxes                                 |                                                       |                                                     | (1,666 | )                  |         |             | (1,230 | )     
|                                      |                                                                                 | Amortization of debt issuance costs                   |                                                       |                                                     | 4,165  |                    |         |             | 86     |       
|                                      |                                                                                 | Changes in operating assets and liabilities:          |                                                       |                                                     |        |                    |         |             |        |       
|                                      |                                                                                 |                                                       | (Increase) decrease in accounts receivable            |                                                     |        | (378               | )       |             |        | 172    |       
|                                      |                                                                                 |                                                       | Decrease in prepaid income taxes                      |                                                     |        | 1,732              |         |             |        | 3,784  |       
|                                      |                                                                                 |                                                       | Decrease in prepaid expense and other assets          |                                                     |        | 22                 |         |             |        | 214    |       
|                                      |                                                                                 |                                                       | Decrease in trade accounts and interest payable       |                                                     |        | (828               | )       |             |        | (282   | )     
|                                      |                                                                                 |                                                       | Decrease in accrued compensation and related benefits |                                                     |        | (461               | )       |             |        | (1,265 | )     
|                                      |                                                                                 |                                                       | Increase in income taxes payable                      |                                                     |        | 714                |         |             |        | 1,049  |       
|                                      |                                                                                 |                                                       | Increase in other liabilities                         |                                                     |        | 2                  |         |             |        | 684    |       
|                                      |                                                                                 |                                                       |                                                       |                                                     |        |                    |         |            
|                                      |                                                                                 |                                                       |                                                       | Net cash provided by operating activities           |        |                    | 1,848   |             |        |        | 4,433  |  
|                                      |                                                                                 |                                                       |                                                       |                                                     |        |                    |         |            
|CASH FLOWS FROM INVESTING ACTIVITIES: |                                                                                 |                                                       |                                                       |                                                     |        |                    |         |            
|                                      | Purchases of property and equipment                                             |                                                       |                                                       | (78                                                 | )      |                    |         | (6          | )     
|                                      | Decrease in restricted cash                                                     |                                                       |                                                       | 2,765                                               |        |                    |         |            |       
|                                      |                                                                                 |                                                       |                                                       |                                                     |        |                    |         |            
|                                      |                                                                                 |                                                       |                                                       | Net cash provided by (used in) investing activities |        |                    | 2,687   |             |        |        | (6     | )
|                                      |                                                                                 |                                                       |                                                       |                                                     |        |                    |         |            
|CASH FLOWS FROM FINANCING ACTIVITIES: |                                                                                 |                                                       |                                                       |                                                     |        |                    |         |            
|                                      | Repayment of subordinated notes                                                 |                                                       |                                                       | (25,000                                             | )      |                    |         |            |       
|                                      | Payment of early payment penalty on subordinated notes                          |                                                       |                                                       | (1,250                                              | )      |                    |         |            |       
|                                      | Proceeds from issuance of common stock                                          |                                                       |                                                       | 279                                                 |        |                    |         | 246         |       
|                                      | Repayments under revolving line of credit facility                              |                                                       |                                                       |                                                    |        |                    |         | (5,296      | )     
|                                      | Repayments under capital lease obligation                                       |                                                       |                                                       | (58                                                 | )      |                    |         | (54         | )     
|                                      |                                                                                 |                                                       |                                                       |                                                     |        |                    |         |             |       
|                                      |                                                                                 |                                                       |                                                       | Net cash used in financing activities               |        |                    | (26,029 | )           |        |        | (5,104 | )
|                                      |                                                                                 |                                                       |                                                       |                                                     |        |                    |         |            
|                                      |                                                                                 |                                                       |                                                       | Net decrease in cash from continuing operations     |        |                    | (21,494 | )           |        |        | (677   | )
|                                      |                                                                                 |                                                       |                                                       | Net cash used in discontinued operations            |        |                    | (2,383  | )           |        |        | (641   | )
|                                      |                                                                                 |                                                       |                                                       |                                                     |        |                    |         |             |       
|                                      |                                                                                 |                                                       |                                                       | Net decrease in cash                                |        |                    | (23,877 | )           |        |        | (1,318 | )
|                                      | Cash at beginning of period                                                     |                                                       |                                                       | 26,270                                              |        |                    |         | 1,548       |       
|                                      |                                                                                 |                                                       |                                                       |                                                     |        |                    |         |            
|                                      | Cash at end of period                                                           |                                                       | $                                                     | 2,393                                               |        |                    | $       | 230         |       
|                                      |                                                                                 |                                                       |                                                       |                                                     |        |                    |         |            

See accompanying notes to consolidated financial statements.

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SM&A
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2002 and 2001
(unaudited)

NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The condensed consolidated financial statements included herein are
unaudited; however, they contain all normal recurring accruals and adjustments
that, in the opinion of management, are necessary to present fairly the
consolidated financial position of SM&A at March 31, 2002 and the consolidated
results of our operations and our cash flows for the three months ended March
31, 2002 and 2001.

It should be understood that accounting measurements at interim dates
inherently involve greater reliance on estimates than at year-end. The results
of operations for the three months ended March 31, 2002 are not necessarily
indicative of the results to be expected for the full fiscal year.

The accompanying unaudited condensed consolidated financial statements do
not include footnotes and certain financial presentations normally required
under generally accepted accounting principles. Therefore, these financial
statements should be read in conjunction with our audited consolidated
financial statements and notes thereto for the year ended December 31, 2001,
included in our Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 15, 2002.

Recent Accounting Pronouncements

Recent Accounting Pronouncements.We adopted Financial Accounting
Standards Board (FASB) Statement No. 141, Business Combinations (Statement
No. 141), and No. 142, Goodwill and Other Intangible Assets (Statement No.
142), effective January 1, 2002. Under the new rules, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests in accordance with Statement Nos. 141 and
142. Other intangible assets will continue to be amortized over their useful
lives. The adoption of Statement Nos. 141 and 142 did not have a material
effect on our results of operations, financial position or cash flows.

We also adopted Statement No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, that is applicable to financial statements
issued for fiscal years effective January 1, 2002. The FASBs new rules on
asset impairment supersede Statement No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and portions of
Accounting Principles Bulletin Opinion 30, Reporting the Results of
Operations. This Statement provides a single accounting model for long-lived
assets to be disposed of and significantly changes the criteria that would have
to be met to classify an asset as held-for-sale. Classification as
held-for-sale is an important distinction since such assets are not depreciated
and are stated at the lower of fair value and carrying amount. This Statement
also requires expected future operating losses from discontinued operations to
be displayed in the period(s) in which the losses are incurred, rather than as
of the measurement date as presently required. The adoption of Statement 144
did not have a material effect on our results of operations, financial position
or cash flows.

Reclassifications.Certain items in the 2001 financial statements have
been reclassified to conform to the current period presentation.

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NOTE 2. NET INCOME (LOSS) PER SHARE

The following table illustrates the number of shares used in the computation of
basic and diluted net income (loss) per share (in thousands):

|                                                                                                           |  |                    |        |      |  |  |        | 
|---------------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | ---- |  |  | ------ | 
|                                                                                                           |  | Three Months Ended
|                                                                                                           |  | March 31,         
|                                                                                                           |  |                   
|                                                                                                           |  | 2002               |        | 2001
|                                                                                                           |  |                    |        |     
|Denominator for basic income (loss) per common share
weighted average shares outstanding during the period |  |                    | 19,346 |      |  |  | 18,892 | 
|Incremental common shares attributable to dilutive
outstanding stock options                               |  |                    | 911    |      |  |  | 55     | 
|                                                                                                           |  |                    |        |      |  |  |        | 
|Denominator for diluted income (loss) per common share                                                     |  |                    | 20,257 |      |  |  | 18,947 | 
|                                                                                                           |  |                    |        |      |  |  |        | 

NOTE 3. DISCONTINUED OPERATIONS

On November 30, 2001, we completed the sale of our interest in the common
stock of Emergent-East (also known as the Government Services Group or GSG), a
provider of system engineering, scientific research, program management and
technical support services. Accordingly, the operating results of
Emergent-East for all periods prior to the closing date are reflected as
discontinued operations.

Following is summary financial information for our discontinued operations
(in thousands):

|                                                                    |                                                 |   |                 |   |      |   |        |      |  
|------------------------------------------------------------------- | ----------------------------------------------- | - | --------------- | - | ---- | - | ------ | ---- | -
|                                                                    |                                                 |   | Three Months   
|                                                                    |                                                 |   | Ended March 31,
|                                                                    |                                                 |   |                
|                                                                    |                                                 |   | 2002            |   | 2001
|                                                                    |                                                 |   |                 |   |     
|Revenue                                                             |                                                 | $ |                |   |      | $ | 17,675 |     
|                                                                    |                                                 |   |                 |   |      |   |        |     
|Loss from operations of discontinued businesses before income taxes |                                                 | $ |                |   |      | $ | (1,602 | )   
|Income tax benefit                                                  |                                                 |   |                |   |      |   | 670    |     
|                                                                    |                                                 |   |                 |   |      |   |        |     
|                                                                    | Loss from operations of discontinued businesses |   | $               |  |      |   | $      | (932 | )
|                                                                    |                                                 |   |                 |   |      |   |        |     

Liabilities of the discontinued businesses totaled $5.1 million at March
31, 2002, including reserves for lease termination costs and contingent
liabilities related to the sale of Emergent-East and accruals for professional
fees and employee compensation.

NOTE 4. REVOLVING LINE OF CREDIT

In January 2002, we entered into a line of credit agreement with a bank
for working capital purposes. The line of credit, which expires on April 30,
2003, provides for maximum borrowings of $7.5 million, based on eligible
receivables, at an interest rate of prime plus one percent. Borrowings under
the revolving credit agreement are secured by a lien on substantially all of
our assets. The agreement requires us to comply with certain financial
covenants pertaining to our tangible net worth and ratio of total liabilities
to tangible net worth (as defined in the agreement) and also contains certain
negative covenants which, among other things, restrict our ability to incur
additional indebtedness, sell our assets, make certain types of investments and
engage in certain types of mergers and acquisitions.

7



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##### Table of Contents



NOTE 4. REVOLVING LINE OF CREDIT  (contd)

At March 31, 2002, we had no outstanding borrowings under the line of
credit, the bank had issued letters of credit for $2.5 million and we had $3.7
million in remaining availability.

On May 12, 2000, we entered into an interest rate swap agreement to manage
our interest rate risk exposure related to the Senior Facility. The agreement
requires that we pay a fixed rate of 7.5225% on $20 million and in turn receive
a variable rate of interest of one-month LIBOR. The agreement expires on June
1, 2004. Beginning January 1, 2001, the interest rate swap has been marked to
market on a quarterly basis and the resulting gain or loss recognized in the
statement of operations. During the three months ended March 31, 2002 and
2001, we recognized a gain of $248,000 and a loss of $448,000, respectively,
related to the change in the fair value of the interest rate swap.

NOTE 5. LONG-TERM DEBT

We entered into a Note and Stock Purchase Agreement (the Subordinated
Debt Agreement) dated December 29, 2000 with various investors (the
Purchasers). In consideration of a $25.0 million investment, we issued to
the Purchasers (i) 13% unsecured, Senior Subordinated Notes due in 2005 in the
aggregate principal amount of $25.0 million (the Notes), and (ii) 2,250,000
shares of our common stock with a fair value of $1,968,750. The Subordinated
Debt Agreement required payment of a premium if the Notes are prepaid within
three years of the closing.

The value of the common stock issued and related financing costs of $3.5
million were reflected as a discount on the Notes and were being amortized over
the term of the Notes. On January 11, 2002, the Notes were repaid in full. In
connection with the repayment, we incurred a prepayment penalty of $1.25
million, and wrote off the remaining original issue discount and debt issuance
costs. This retirement of the Notes resulted in a loss of $2.5 million, net of
tax, and is reflected as an extraordinary item in the accompanying condensed
consolidated statements of operations.

8



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##### Table of Contents






|        |  |                                                                                      
|------- |  | -------------------------------------------------------------------------------------
|ITEM 2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

SM&A is a provider of integrated proposal management services through a
proprietary proposal management strategy and process. In conjunction with this
process, we typically assume a leadership role and place dedicated teams at
client facilities to manage all aspects of the competitive proposal development
process. We also leverage its success in winning business for our clients and
our involvement in the project life cycle to extend our services beyond
proposal development to our comprehensive capabilities in the areas of
information technology services, systems engineering, program integration, and
other technical areas. SM&A has been expanding its management consulting
practice with traditional aerospace and defense companies, as well as other
commercial customers.

Forward-Looking Statements

From time to time, we may make forward-looking public statements, such
as statements concerning expected future revenue or earnings or concerning
projected plans, performance, contract procurement as well as other estimates
relating to future operations. Forward-looking statements may be in reports
filed under the Securities Exchange Act of 1934, as amended (the Exchange
Act), in press releases or in informal statements made with the approval of
an authorized executive officer. The words or phrases will likely result,
are expected to, will continue, is anticipated, estimate,
projected, or similar expressions are intended to identify forward-looking
statements within the meaning of Section 21E of the Exchange Act and Section
27A of the Securities Act of 1933, as amended, as enacted by the Private
Securities Litigation Reform Act of 1995.

We wish to caution you not to place undue reliance on these
forward-looking statements, which speak only as of the date on which they are
made. In addition, we wish to advise you that the factors listed below, as
well as other factors not currently identified by management, could affect
our financial or other performance and could cause our actual results for
future periods to differ materially from any opinions or statements expressed
with respect to future periods or events in any current statement.

We will not undertake and specifically decline any obligation to
publicly release any revisions, which may be made to any forward-looking
statements to reflect events or circumstances after the date of such
statements or to reflect the occurrence of anticipated or unanticipated
events which may cause us to re-evaluate such forward-looking statements.

In connection with the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, we are hereby filing cautionary
statements identifying important factors that could cause our actual results
to differ materially from those projected in forward-looking statements made
by or on behalf of us.

Recent Events

On November 30, 2001, we completed the sale of our interest in the common
stock of Emergent-East (also known as the Government Services Group or GSG), a
provider of system engineering, scientific research, program management and
technical support services. Accordingly, the operating results of
Emergent-East for all periods prior to the closing date are reflected as
discontinued operations.

9



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|        |  |                                                                                                 
|------- |  | ------------------------------------------------------------------------------------------------
|ITEM 2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS  (contd)

Following is summary financial information for our discontinued operations
(in thousands):

|                                                                    |                                                 |   |                 |   |      |   |        |      |  
|------------------------------------------------------------------- | ----------------------------------------------- | - | --------------- | - | ---- | - | ------ | ---- | -
|                                                                    |                                                 |   | Three Months   
|                                                                    |                                                 |   | Ended March 31,
|                                                                    |                                                 |   |                
|                                                                    |                                                 |   | 2002            |   | 2001
|                                                                    |                                                 |   |                 |   |     
|Revenue                                                             |                                                 | $ |                |   |      | $ | 17,675 |     
|                                                                    |                                                 |   |                 |   |      |   |        |     
|Loss from operations of discontinued businesses before income taxes |                                                 | $ |                |   |      | $ | (1,602 | )   
|Income tax benefit                                                  |                                                 |   |                |   |      |   | 670    |     
|                                                                    |                                                 |   |                 |   |      |   |        |     
|                                                                    | Loss from operations of discontinued businesses |   | $               |  |      |   | $      | (932 | )
|                                                                    |                                                 |   |                 |   |      |   |        |     

Liabilities of the discontinued businesses totaled $5.1 million at March
31, 2002 including reserves for lease termination costs and contingent
liabilities related to the sale of Emergent-East and accruals for professional
fees and employee compensation.

RESULTS OF CONTINUING OPERATIONS

The following table sets forth certain historical operating results as a
percentage of revenue:

|                                             |              |  |                 |      |      |  |       |      | 
|-------------------------------------------- | ------------ |  | --------------- | ---- | ---- |  | ----- | ---- | 
|                                             |              |  | Three Months   
|                                             |              |  | Ended March 31,
|                                             |              |  |                
|                                             |              |  | 2002            |      | 2001
|                                             |              |  |                 |      |     
|Revenue                                      |              |  | 100.0           | %    |      |  | 100.0 | %   
|Cost of revenue                              |              |  | 58.7            |      |      |  | 56.2  |     
|                                             |              |  |                 |      |      |  |       |     
|                                             | Gross margin |  |                 | 41.3 |      |  |       | 43.8 | 
|Selling, general and administrative expenses |              |  | 23.1            |      |      |  | 26.4  |     
|                                             |              |  |                 |      |      |  |       |     
|Operating income                             |              |  | 18.2            |      |      |  | 17.4  |     
|Income from continuing operations            |              |  | 9.9             | %    |      |  | 6.0   | %   

The foregoing table and the comparison that follows do not include the
discontinued operations of Emergent-East and other discontinued operations.

10



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|        |  |                                                                                                 
|------- |  | ------------------------------------------------------------------------------------------------
|ITEM 2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS  (contd)

Three Months Ended March 31, 2002 Compared to Three Months Ended March 31,
2001

Revenue.We derive our revenue from the various consulting services that
we provide: proposal management; program support services; management
consulting; and competitive strategy services. Revenue increased $0.5 million,
or 4.5%, to $12.6 million for the three months ended March 31, 2002 compared to
$12.0 million for the three months ended March 31, 2001. The increase is
primarily the result of an increase in program support services. This increase
was partially offset by a decrease in proposal management revenue related to a
lower number of major procurements due to a slowdown in government activity.

Gross Margin.Gross margin decreased $0.1 million, or 1.4%, to $5.2
million, for the three months ended March 31, 2002 as compared to $5.3 million
for the three months ended March 31, 2001. As a percentage of revenue, gross
margin decreased to 41.3% compared to 43.8% for the three months ended March
31, 2001. The decrease in gross margin dollars and percentage is a result of
increased revenue from program support services which carry lower margins than
our other services.

Selling, General and Administrative Expenses.Selling, general and
administrative expenses consist principally of salary and benefit costs for
executive and administrative personnel, professional services and other general
corporate activities. Selling, general and administrative expenses decreased
$0.3 million, or 8.3%, to $2.9 million for the three months ended March 31,
2002, as compared to $3.2 million for the three months ended March 31, 2001. As
a percentage of revenue, selling, general and administrative expenses decreased
to 23.1% for the three months ended March 31, 2002, as compared to 26.4% for
the same period of the prior year. The decrease is the result of reductions in
executive personnel and general corporate overhead resulting from cost control
initiatives implemented in fiscal 2001. We have decided to invest in the
infrastructure of the Company over the next few quarters, primarily in
recruiting, training and systems. Therefore, we expect that the level of
selling, general and administrative expenses will be somewhat higher as a
percentage of revenue for the remainder of the year.

Operating Income.Operating income was $2.3 million for the three months
ended March 31, 2002 compared to $2.1 million for the three months ended March
31, 2001, an increase of $0.2 million. As a percentage of revenue, operating
income increased to 18.2% for the three months ended March 31, 2001, from 17.4%
in the same period of the prior year. Operating income increased due to the
increased revenue and the decreased selling, general and administrative
expenses, as discussed above.

Interest Expense, net.Interest expense, net was $0.4 million for the
three months ended March 31, 2002 and 2001. Included in interest expense is the
amortization of debt discount in 2001 and interest on interim borrowings on our
line of credit and our interest rate swap.

Unrealized Gain (Loss) on Interest Rate Swap.In June 1998, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS
133), as amended. SFAS 133 requires that an entity recognize all derivatives
as either assets or liabilities and measure those instruments at fair value and
requires that changes in the derivatives fair value be recognized in earnings
unless specific hedging criteria are met. We have one interest rate swap
agreement that does not qualify as a cash flow hedge. Accordingly, during the
first quarter of fiscal 2002 and 2001, we recorded a gain of $0.2 million, and
a loss of $0.4 million, respectively, to recognize the change in the fair value
of our interest rate swap.

Income Tax Expense.Our effective income tax rate for the three months
ended March 31, 2002 was 41% and was comparable to the 40% rate incurred in the
three months ended March 31, 2001.

11



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|        |  |                                                                                                 
|------- |  | ------------------------------------------------------------------------------------------------
|ITEM 2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS  (contd)

LIQUIDITY AND CAPITAL RESOURCES

Net Cash Provided by Operating Activities.For the three months ended
March 31, 2002, net cash provided by operating activities of $1.8 million
reflected our income from continuing operations of $1.2 million, increased by
non-cash charges for depreciation, amortization and the amortization of debt
issuance costs offset by an increase in deferred tax assets and an increase in
working capital.

Net Cash Provided by Investing Activities.For the three months ended
March 31, 2002, net cash provided by investing activities was $2.7 million
which primarily related to a decrease in restricted cash. A portion of our
cash acts as collateral for a stand-by letter of credit that guarantees our
interest rate swap. This amount is shown as restricted cash in the
consolidated balance sheets.

Net Cash Used in Financing Activities.For the three months ended March
31, 2002, net cash of $26.0 million was used in financing activities primarily
for repayment in full of our subordinated notes, net of proceeds from the
issuance of common stock under the Employee Stock Purchase Plan and from
exercise of stock options.

On November 30, 2001, we completed the sale of Emergent-East. We used the
proceeds from the sale to pay off our revolving credit facility in November
2001. At December 31, 2001, our outstanding debt for subordinated notes was
$25.0 million. On January 11, 2002, we repaid all amounts outstanding and a
$1.25 million prepayment penalty. Concurrent with the repayment of our
long-term debt, we entered into a line of credit agreement with a bank for
working capital purposes. The line of credit provides for maximum borrowings
of $7.5 million, based on eligible accounts receivable, as defined in the
agreement, and includes both a revolving loan and letter of credit feature.
Our obligations under the line of credit are secured by substantially all of
our assets. Interest on the line of credit fluctuates with the prime rate and
could increase to prime plus 1% in certain circumstances. The agreement
contains financial covenants pertaining to our tangible net worth. At March
31, 2002, we had no outstanding borrowings under the line of credit, the bank
had issued letters of credit for $2.5 million, and we had $3.7 million in
remaining availability.

We believe that we have sufficient cash balances, working capital,
availability under the line of credit and cash generated by continuing
operations to fund operations for at least the next twelve months.

Under the terms of our interest rate swap agreement, we must pay 7.5225%
on $20 million, and in return receive a variable interest rate based on
one-month LIBOR.

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|        |  |                                                                                                 
|------- |  | ------------------------------------------------------------------------------------------------
|ITEM 2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS  (contd)

RISK FACTORS

In addition to the other information in this Quarterly Report on Form 10-Q, the
following factors should be considered carefully in evaluating our business and
prospects.

Our business depends substantially on the defense industry.

Our proposal management business depends substantially on U.S. Government
expenditures for defense products. Any decline in the future defense
procurement expenditures could effect the opportunities available to our
clients and, indirectly, us. A number of factors could contribute to such a
decline in opportunities, including:



| |  |  | Large weapon systems being replaced with smaller, more precise high
technology systems;                                                                   
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Multiple procurements for similar weapons being consolidated
into joint service procurements, such as the Joint Strike Fighter
program;                   
|
| |  |  | Threat scenarios evolving away from global conflicts to regional
conflicts; and                                                                           
|
| |  |  | Spending for ongoing operations, such as the War on
Terrorism, crowding out spending for procurement of new systems and
research and development spending.

In the event expenditures for products of the type manufactured by our
clients are reduced and not offset by other new programs or products, there
will be a reduction in the volume of contracts or subcontracts to be bid upon
by our clients and, as a result, a reduction in the volume of proposals managed
by us. Unless offset, such reductions could materially and adversely affect our
business, operating results and financial condition.

We rely on a relatively limited number of clients.

We derive a significant portion of revenue from continuing operations from
a relatively limited number of clients. In 2001, our seven largest customers
accounted for 91% of our revenue from continuing operations. Clients typically
retain our services as needed on an engagement basis rather than pursuant to
long-term contracts, and a client can usually terminate the engagement at any
time without a significant penalty. Moreover, there can be no assurance that
existing clients will continue to engage us for additional assignments or do so
at the same revenue levels. The loss of any significant client could materially
and adversely affect our business, financial condition and results of
operations. In addition, the level of services required by an individual client
may diminish over the life of the relationship, and there can be no assurance
we will be successful in establishing relationships with new clients as this
occurs.

The markets in which we operate are highly competitive.

The market for proposal management services in the procurement of
government and commercial contracts for aerospace and defense work is a niche
market with a number of competitors. We are the largest provider of such
services and principally compete with numerous smaller proposal management
companies in this highly specialized industry. We also compete with some of our
clients internal proposal development resources. Our competitors could erode
our current market share and such a reduction could materially and adversely
affect our business, operating results and financial condition.

13



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|        |  |                                                                                                 
|------- |  | ------------------------------------------------------------------------------------------------
|ITEM 2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS  (contd)

We rely heavily upon our key employees.

Our success is highly dependent upon the efforts, abilities, and business
generation capabilities and project execution of our executive officers, in
particular those of Steven S. Myers, Chief Executive Officer and Chairman of
the Board, Thomas J. Amrhein, President  Operations Management, and Cathy L.
Wood, Chief Financial Officer  Enterprise Management. The loss of the
services of these key individuals for any reason could materially and adversely
affect our business, operating results and financial condition.

Our business involves the delivery of professional services and is highly
labor-intensive. Our success depends largely on our general ability to
attract, develop, motivate and retain highly skilled professionals. The loss
of some or a significant number of our professionals or the inability to
attract, hire, develop, train and retain additional skilled personnel could
have a serious negative effect on us, including our ability to obtain and
successfully complete important engagements and thus maintain or increase our
revenue. Qualified consultants are in great demand, particularly in high
technology and communications, and are likely to remain a limited resource for
the foreseeable future.

Our stock price is subject to significant volatility.

Our common stock was first publicly traded on January 29, 1998 after our
initial public offering at $12.00 per share. Between January 29, 1998 and March
31, 2002, the closing sale price has ranged from a low of $0.75 per share to a
high of $31.13 per share. The market price of our common stock could continue
to fluctuate substantially due to a variety of factors, including:



| |  |  | Quarterly fluctuations in results of operations;                                                                                                                                                                           
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Adverse circumstances affecting the introduction, or market acceptance of new services we offer;                                                                                                                           
|
| |  |  | Announcements of new services by competitors;                                                                                                                                                                              
|
| |  |  | Loss of key employees;                                                                                                                                                                                                     
|
| |  |  | Changes in the regulatory environment or market conditions
affecting the defense and aerospace industry;                                                                                                                   
|
| |  |  | Changes in earnings estimates and ratings by analysts;                                                                                                                                                                     
|
| |  |  | Lack of market liquidity resulting from a relatively small amount of public stock float;                                                                                                                                   
|
| |  |  | Changes in generally accepted accounting principles;                                                                                                                                                                       
|
| |  |  | Sales of common stock by existing holders;                                                                                                                                                                                 
|
| |  |  | The announcement and market acceptance of proposed acquisitions and dispositions; and                                                                                                                                      
|
| |  |  | Financial performance for any period resulting in the
violation of debt covenants with any of our lenders which they are
not willing to amend or waive and the subsequent loss of available
bank lines for working capital.

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|        |  |                                                                                                 
|------- |  | ------------------------------------------------------------------------------------------------
|ITEM 2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS  (contd)

Principal shareholder has significant control.

Steven S. Myers, Chief Executive Officer and Chairman of the Board,
beneficially owns or controls approximately 38% of our outstanding common stock
and will have the ability to control or significantly influence the election of
directors and the results of other matters submitted to a vote of shareholders.
This concentration of ownership may have the effect of delaying or preventing a
change in control and may adversely affect the ability of other holders of our
common stock to pass shareholder resolutions and control our actions. Our board
of directors is currently comprised entirely of individuals nominated with the
approval of Mr. Myers.

Loss of Liquidity.

We have a revolving credit agreement with a bank, which expires April 30,
2003. If we are unable to satisfy financial and other covenants associated
with this commitment, adverse action by the lender could result in the loss of
our ability to borrow under the revolving credit agreement. If, as a result,
we cannot fund our working capital needs, the effect would be materially
adverse to our business.

15



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##### Table of Contents






ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The principal market risk (i.e., the risk of loss arising from adverse
changes in market rates and prices) to which we are exposed is interest rate
risk.

On May 12, 2000, we entered into an interest rate swap agreement whereby
we pay a fixed rate of interest of 7.5225% on $20 million, and receive a
variable rate of interest based on one-month LIBOR. We estimate that a 10%
decrease in LIBOR would decrease our reported net income by approximately
$37,000 annually.

This interest rate sensitivity analyses disregards the possibility that
rates can move in opposite directions and that gains from one category may or
may not be offset by losses from another category and vice versa.

16



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##### Table of Contents






PART II  OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

We are involved in routine litigation incidental to the conduct of our
business. There are currently no material pending litigation proceedings to
which we are a party or to which any of our property is subject.




ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Amended and Restated Employee Stock Purchase Plan. Through the quarter
ended March 31, 2002, approximately 909,364 shares of Common Stock have been
purchased of the 950,000 shareholder approved shares reserved for issuance
under the ESPP. The Board of Directors approved an additional 100,000 shares
subject to shareholder approval at the June 5, 2002 annual shareholder meeting.
The ESPP allows employees of the Company to purchase common stock, through
bi-weekly payroll deductions.




ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.




ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.




ITEM 5. OTHER INFORMATION

Not Applicable.

17



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##### Table of Contents






ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

EXHIBIT INDEX

Exhibits (numbered in accordance with item 601 of Regulation S-K).

|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1 |  | Asset Purchase Agreement dated January 11, 2001, by and between
the Registrant and Lynch & Company, Inc. (filed on August 14, 2001 as
Exhibit 10.16 to the Registrants Quarterly Report on Form 10-Q for
the quarter ended June 30, 2001 and incorporated herein by
reference)                                                                                                                                                                                                                                                                                                    
|2.2 |  | Asset Sale and Purchase Agreement dated March 23, 2001, by and
between the Registrant and ICCE Technologies, Inc. (filed on August
14, 2001 as Exhibit 10.17 to the Registrants Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001 and incorporated herein
by reference)                                                                                                                                                                                                                                                                                           
|2.3 |  | Stock Purchase and Sale Agreement dated November 19, 2001, by and
among the Registrant, Steven Myers Holding Inc. and L-3
Communications Corporation (filed on December November 27, 2001 as
Exhibit 10.1 to the Registrants Current Report of Form 8-K and
incorporated herein by reference)                                                                                                                                                                                                                                                                                     
|2.4 |  | Amendment No.1 to Stock Purchase and Sale Agreement dated
November 29, 2001, by and among the Registrant, Steven Myers Holding
Inc. and L-3 Communications Corporation (filed on December 14, 2001
as Exhibit 10.1 to the Registrants Current Report of Form 8-K and
incorporated herein by reference)                                                                                                                                                                                                                                                                            
|3.1 |  | Amended and Restated Articles of Incorporation of the Registrant,
as amended by that certain Certificate of Ownership filed with the
Secretary of State of the State of California on August 6, 1998, that
certain Certificate of Ownership filed with the Secretary of State of
the State of California on April 25, 2000, and that certain
Certificate of Ownership filed with the Secretary of State of the
State of California on January 24, 2002 (filed on March 15, 2002 as
Exhibit 3.1 to the Registrants Annual Report on Form 10-K and
incorporated herein by reference)
|3.2 |  | Amended and Restated Bylaws of the Registrant.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1 |  | Registration and Antidilution Rights Agreement dated December 29,
2000, by and among the Registrant and the Holders listed on the
signature pages thereto (filed on January 8, 2001 as Exhibit 99.5 to
the Registrants Current Report on Form 8-K and incorporated herein
by reference)                                                                                                                                                                                                                                                                                           
|4.2 |  | Controlling Shareholder Agreement dated December 29, 2000, by and
among the Registrant, Steven S. Myers as Common Stockholder and the
Purchasers listed on the signature pages thereto (filed on January 8,
2001 as Exhibit 99.6 to the Registrants Current Report on Form 8-K
and incorporated herein by reference)                                                                                                                                                                                                                                                              
|4.3 |  | Registration Rights Agreement dated May 29, 1998, by and among
the Registrant and certain shareholders of Space Applications
Corporation identified therein (filed on June 4, 1998 as Exhibit 2 to
the Registrants Current Report on Form 8-K and incorporated herein
by reference)                                                                                                                                                                                                                                                                                               
|4.4 |  | Registration Rights Agreement dated August 20, 1998, by and among
the Registrant and certain shareholders of Decision-Science
Applications, Inc. set forth therein (filed on August 21, 1998 as
Exhibit 10.1 to the Registrants Current Report on Form 8-K and
incorporated herein by reference)                                                                                                                                                                                                                                                                                  

18



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##### Table of Contents



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K   (contd)

|      |  |                                                                                                                                                                                                                                                                                              
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1  |  | Amended and Restated 1997 Stock Option Plan and related form of
Stock Option Agreement (filed on April 17, 2001 as Exhibit 10.1 to
Registrants Annual Report on Form 10-K and incorporated herein by
reference)                                                                             
|10.2  |  | Amended and Restated Employee Stock Purchase Plan (filed on April
17, 2001 as Exhibit 10.2 to Registrants Annual Report on Form 10-K
and incorporated herein by reference)                                                                                                                  
|10.3  |  | Office Facilities Lease (filed on November 21, 1997 as Exhibit
10.3 to the Registrants Registration Statement on Form S-1
(Registration No. 333-4075) and incorporated herein by reference)                                                                                                 
|10.4  |  | Note and Stock Purchase Agreement dated December 29, 2000, by and
among the Registrant and the Guarantors and Purchasers listed on the
signature pages thereto (filed on January 8, 2001 as Exhibit 99.3 to
the Registrants Current Report on Form 8-K and incorporated herein
by reference)
|10.5  |  | Management Rights Agreement, dated December 29, 2000, by and
between Libra Mezzanine Partners II-A, L.P. and the Registrant (filed
on January 8, 2001 as Exhibit 99.7 to the Registrants Current Report
on Form 8-K and incorporated herein by reference)                                   
|10.6  |  | Employment Agreement dated as of February 1, 2000, by and between
the Registrant and Steven S. Myers (filed on April 17, 2001 as
Exhibit 10.17 to the Registrants Current Report on Form 10-K and
incorporated herein by reference)                                                         
|10.7  |  | Amendment No. 1 to Employment Agreement dated as of December 29,
2000 by and between the Registrant and Steven S. Myers (filed on
March 15, 2002 as Exhibit 10.7 to the Registrants Current Report on
Form 10-K and incorporated herein by reference)                                       
|10.8  |  | Amendment No. 2 to Employment Agreement dated as of April 12,
2002 by and between the Registrant and Steven S. Myers.*                                                                                                                                                                       
|10.9  |  | Employment Agreement dated as of November 13, 2001 by and between
the Registrant and Cathy L. Wood (filed on March 15, 2002 as Exhibit
10.8 to the Registrants Annual Report on Form 10-K and incorporated
herein by reference)                                                             
|10.10 |  | Employment Agreement dated as of November 13, 2001 by and between
the Registrant and Thomas J. Amrhein (filed on March 15, 2002 as
Exhibit 10.9 to the Registrants Annual Report on Form 10-K and
incorporated herein by reference)                                                         
|10.11 |  | Accounts Receivable Loan Agreement dated January 10, 2002, by and
between the Registrant and City National Bank, a national banking
association (filed on January 25, 2002 as Exhibit 99.2 to the
Registrants Current Report on Form 8-K and incorporated herein by
reference)              
|10.12 |  | Commercial Guaranty dated January 10, 2002, executed by Steven
Myers & Associates, Inc. in favor of City National Bank, a national
banking association (filed on January 25, 2002 as Exhibit 99.3 to the
Registrants Current Report on Form 8-K and incorporated herein by
reference)       



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|* |  | Filed herewith.
|- |  | ---------------

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K   (contd)



| | (b) |  | Reports on Form 8-K:                                                                                                                                                                                                                                        
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | On January 25, 2002, SM&A filed with the Securities and Exchange
Commission a Current Report on Form 8-K reporting the repayment in
full of our senior subordinated indebtedness and the entry into a
new revolving credit facility with City National Bank.
|
| |     |  | On January 29, 2002, SM&A filed with the Securities and Exchange
Commission a Current Report on Form 8-K reporting the change of our
name from Emergent Information Technologies, Inc., to SM&A.                                                            

20



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SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

|                   |  |     |  |                                                    
|------------------ |  | --- |  | ---------------------------------------------------
|                   |  |     |  | SM&A                                               
|                  
|                   |  | By: |  | /s/  CATHY L.
WOOD                                 
|                   |  |     |  |                                                    
|Dated: May 3, 2002 |  |     |  | Cathy L. Wood
Chief Financial Officer and Secretary

| |  |     |  |                                                                                
| |  | --- |  | -------------------------------------------------------------------------------
| |  |     |  |                                                                                
|
| |  | By: |  | /s/  JUDY L.
BEDAR                                                             
| |  |     |  |                                                                                
| |  |     |  | Judy L. Bedar
Vice President, Corporate Controller and
Chief Accounting Officer

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##### Table of Contents






EXHIBIT INDEX

Exhibits (numbered in accordance with item 601 of Regulation S-K).

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|No.     |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.1     |  | Asset Purchase Agreement dated January 11, 2001, by and between
the Registrant and Lynch & Company, Inc. (filed on August 14, 2001 as
Exhibit 10.16 to the Registrants Quarterly Report on Form 10-Q for
the quarter ended June 30, 2001 and incorporated herein by
reference)                                                                                                                                                                                                                                                                                                    
|2.2     |  | Asset Sale and Purchase Agreement dated March 23, 2001, by and
between the Registrant and ICCE Technologies, Inc. (filed on August
14, 2001 as Exhibit 10.17 to the Registrants Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001 and incorporated herein
by reference)                                                                                                                                                                                                                                                                                           
|2.3     |  | Stock Purchase and Sale Agreement dated November 19, 2001, by and
among the Registrant, Steven Myers Holding Inc. and L-3
Communications Corporation (filed on December November 27, 2001 as
Exhibit 10.1 to the Registrants Current Report of Form 8-K and
incorporated herein by reference)                                                                                                                                                                                                                                                                                     
|2.4     |  | Amendment No.1 to Stock Purchase and Sale Agreement dated
November 29, 2001, by and among the Registrant, Steven Myers Holding
Inc. and L-3 Communications Corporation (filed on December 14, 2001
as Exhibit 10.1 to the Registrants Current Report of Form 8-K and
incorporated herein by reference)                                                                                                                                                                                                                                                                            
|3.1     |  | Amended and Restated Articles of Incorporation of the Registrant,
as amended by that certain Certificate of Ownership filed with the
Secretary of State of the State of California on August 6, 1998, that
certain Certificate of Ownership filed with the Secretary of State of
the State of California on April 25, 2000, and that certain
Certificate of Ownership filed with the Secretary of State of the
State of California on January 24, 2002 (filed on March 15, 2002 as
Exhibit 3.1 to the Registrants Annual Report on Form 10-K and
incorporated herein by reference)
|3.2     |  | Amended and Restated Bylaws of the Registrant.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1     |  | Registration and Antidilution Rights Agreement dated December 29,
2000, by and among the Registrant and the Holders listed on the
signature pages thereto (filed on January 8, 2001 as Exhibit 99.5 to
the Registrants Current Report on Form 8-K and incorporated herein
by reference)                                                                                                                                                                                                                                                                                           
|4.2     |  | Controlling Shareholder Agreement dated December 29, 2000, by and
among the Registrant, Steven S. Myers as Common Stockholder and the
Purchasers listed on the signature pages thereto (filed on January 8,
2001 as Exhibit 99.6 to the Registrants Current Report on Form 8-K
and incorporated herein by reference)                                                                                                                                                                                                                                                              
|4.3     |  | Registration Rights Agreement dated May 29, 1998, by and among
the Registrant and certain shareholders of Space Applications
Corporation identified therein (filed on June 4, 1998 as Exhibit 2 to
the Registrants Current Report on Form 8-K and incorporated herein
by reference)                                                                                                                                                                                                                                                                                               
|4.4     |  | Registration Rights Agreement dated August 20, 1998, by and among
the Registrant and certain shareholders of Decision-Science
Applications, Inc. set forth therein (filed on August 21, 1998 as
Exhibit 10.1 to the Registrants Current Report on Form 8-K and
incorporated herein by reference)                                                                                                                                                                                                                                                                                  





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##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                              
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                              
|No.     |  | Description                                                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                              
|10.1    |  | Amended and Restated 1997 Stock Option Plan and related form of
Stock Option Agreement (filed on April 17, 2001 as Exhibit 10.1 to
Registrants Annual Report on Form 10-K and incorporated herein by
reference)                                                                             
|10.2    |  | Amended and Restated Employee Stock Purchase Plan (filed on April
17, 2001 as Exhibit 10.2 to Registrants Annual Report on Form 10-K
and incorporated herein by reference)                                                                                                                  
|10.3    |  | Office Facilities Lease (filed on November 21, 1997 as Exhibit
10.3 to the Registrants Registration Statement on Form S-1
(Registration No. 333-4075) and incorporated herein by reference)                                                                                                 
|10.4    |  | Note and Stock Purchase Agreement dated December 29, 2000, by and
among the Registrant and the Guarantors and Purchasers listed on the
signature pages thereto (filed on January 8, 2001 as Exhibit 99.3 to
the Registrants Current Report on Form 8-K and incorporated herein
by reference)
|10.5    |  | Management Rights Agreement, dated December 29, 2000, by and
between Libra Mezzanine Partners II-A, L.P. and the Registrant (filed
on January 8, 2001 as Exhibit 99.7 to the Registrants Current Report
on Form 8-K and incorporated herein by reference)                                   
|10.6    |  | Employment Agreement dated as of February 1, 2000, by and between
the Registrant and Steven S. Myers (filed on April 17, 2001 as
Exhibit 10.17 to the Registrants Current Report on Form 10-K and
incorporated herein by reference)                                                         
|10.7    |  | Amendment No. 1 to Employment Agreement dated as of December 29,
2000 by and between the Registrant and Steven S. Myers (filed on
March 15, 2002 as Exhibit 10.7 to the Registrants Current Report on
Form 10-K and incorporated herein by reference)                                       
|10.8    |  | Amendment No. 2 to Employment Agreement dated as of April 12,
2002 by and between the Registrant and Steven S. Myers.*                                                                                                                                                                       
|10.9    |  | Employment Agreement dated as of November 13, 2001 by and between
the Registrant and Cathy L. Wood (filed on March 15, 2002 as Exhibit
10.8 to the Registrants Annual Report on Form 10-K and incorporated
herein by reference)                                                             
|10.10   |  | Employment Agreement dated as of November 13, 2001 by and between
the Registrant and Thomas J. Amrhein (filed on March 15, 2002 as
Exhibit 10.9 to the Registrants Annual Report on Form 10-K and
incorporated herein by reference)                                                         
|10.11   |  | Accounts Receivable Loan Agreement dated January 10, 2002, by and
between the Registrant and City National Bank, a national banking
association (filed on January 25, 2002 as Exhibit 99.2 to the
Registrants Current Report on Form 8-K and incorporated herein by
reference)              
|10.12   |  | Commercial Guaranty dated January 10, 2002, executed by Steven
Myers & Associates, Inc. in favor of City National Bank, a national
banking association (filed on January 25, 2002 as Exhibit 99.3 to the
Registrants Current Report on Form 8-K and incorporated herein by
reference)       



---

|* |  | Filed herewith.
|- |  | ---------------