##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 0-23585
 
 SM&A
  California
(State or other jurisdiction of incorporation or organization)
    
    33-0080929
(I.R.S. Employer Identification No.)4695 MacArthur Court, 8thFloor, Newport Beach, California
(Address of principal executive offices)
    
    92660
(Zip Code)
 (949) 975-1550
 Not applicable
  þ o
  o þ o
  o þ
  Common Stock, no par value19,697,560 shares outstanding as of March 31, 2006




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##### 



SM&A
 Index
 PagePART I. FINANCIAL INFORMATIONCautionary Statement Related to Forward Looking Statements
    
    
    3How to Obtain SM&A SEC Filings
    
    
    3Item 1. Financial Statements:Consolidated balance sheetsMarch 31, 2006 (unaudited) and December 31, 2005
    
    
    4Consolidated statements of incomeThree months ended March 31, 2006 and 2005 (unaudited)
    
    
    5Consolidated statements of cash flowsThree months ended March 31, 2006 and 2005 (unaudited)
    
    
    6Notes to consolidated financial statementsMarch 31, 2006 (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    15Item 4. Controls and Procedures
    
    
    15PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    16Item 1A. Risk Factors
    
    
    16Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 5. Other Information
    
    
    18Item 6. Exhibits
    
    
    18SIGNATURES
    
    
    21EXHIBIT 10.29EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32
  2




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CAUTIONARY STATEMENT RELATED TO FORWARD LOOKING STATEMENTS
 This Quarterly Report on Form 10-Q includes certain forward-looking statements as defined
within Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, relating to revenue, revenue composition, earnings, projected
plans, performance, contract procurement, demand trends, future expense levels, trends in average
headcount and gross margins, and the level of expected capital expenditures. Such forward-looking
statements are based on the beliefs of, estimates made by, and information currently available to
SM&A management and are subject to certain risks, uncertainties and assumptions. Any statements
contained herein (including without limitation statements to the effect that the Company or
management estimates, expects, anticipates, plans, believes, projects, continues,
may, will, could, or would or statements concerning potential or opportunity or
variations thereof or comparable terminology or the negative thereof) that are not statements of
historical fact should be construed as forward-looking statements. The actual results of SM&A may
vary materially from those expected or anticipated in these forward-looking statements. The
realization of such forward-looking statements may be impacted by certain important unanticipated
factors including those discussed in Risk Factors under Item 1A, and Managements Discussion and
Analysis of Financial Condition and Results of Operations, at pages 12-14. Because of these and
other factors that may affect SM&As operating results, past performance should not be considered
as an indicator of future performance, and investors should not use historical results to
anticipate results or trends in future periods. The Company undertakes no obligation to publicly
release the results of any revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated
events. Readers should carefully review the risk factors described in this and other documents
that SM&A files from time to time with the Securities and Exchange Commission (SEC), including
subsequent Current Reports on Form 8-K , Quarterly Reports on Form 10-Q and Annual Reports on Form
10-K.
 
 HOW TO OBTAIN SM&A SEC FILINGS
 All reports filed by SM&A with the SEC are available free of charge via EDGAR through the SEC
website at www.sec.gov. In addition, the public may read and copy materials filed by the Company
with the SEC at the SECs public reference room located at 450 Fifth St., N.W., Washington, D.C.
20549. SM&A also provides copies of its Forms 8-K, 10-K, 10-Q, Proxy and Annual Report at no charge
to investors upon request and makes electronic copies of its most recently filed reports available
through its website at www.smawins.com as soon as reasonably practicable after filing such material
with the SEC.
 3




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SM&A
 
 CONSOLIDATED BALANCE SHEETS
  March 31,
    
    
    As Restated2006
    
    
    December 31,2005(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    19,230
    
    
    $

    19,103Investments
    
    

    4,950
    
    
    
    4,950Accounts receivable, net
    
    
    11,811
    
    
    
    10,435Prepaid expenses and other current assets
    
    
    631
    
    
    
    380Prepaid income taxes
    
    
    
    
    
    
    924Deferred income taxes
    
    
    342
    
    
    
    319Total current assets
    
    
    36,964
    
    
    
    36,111Fixed assets, net
    
    
    2,922
    
    
    
    2,571Other assets
    
    
    68
    
    
    
    60$
    39,954
    
    
    $
    38,742LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    420
    
    
    $
    762Accrued compensation and related benefits
    
    
    3,518
    
    
    
    2,129Income taxes payable
    
    
    26
    
    
    
    Net liabilities of discontinued operations
    
    
    299
    
    
    
    396Total current liabilities
    
    
    4,263
    
    
    
    3,287Deferred income taxes
    
    
    
    
    
    
    56Other liabilities
    
    
    546
    
    
    
    539Total liabilities
    
    
    4,809
    
    
    
    3,882Commitments and contingenciesShareholders equity:Preferred stock
    
    
    
    
    
    
    Common stock, no par value
    
    
    45,232
    
    
    
    46,126Accumulated deficit
    
    
    (10,087
    )
    
    
    (11,266
    )Total shareholders equity
    
    
    35,145
    
    
    
    34,860$
    39,954
    
    
    $
    38,742
 See
accompanying notes to consolidated financial statements.
 4




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SM&A
 
 CONSOLIDATED STATEMENTS OF INCOME
  Three Months EndedMarch 31,2006
    
    
    As Restated2005(unaudited)
    
    
    (unaudited)Revenue
    
    $
    17,715
    
    
    $
    20,245Cost of revenue
    
    
    10,574
    
    
    
    11,523Gross margin
    
    
    7,141
    
    
    
    8,722Selling, general and administrative expenses
    
    
    5,328
    
    
    
    5,020Operating income
    
    
    1,813
    
    
    
    3,702Interest income, net
    
    
    192
    
    
    
    85Income before income taxes
    
    
    2,005
    
    
    
    3,787Income tax expense
    
    
    826
    
    
    
    1,250Net income
    
    $
    1,179
    
    
    $
    2,537Net income per share:Basic
    
    $
    0.06
    
    
    $
    0.13Diluted
    
    $
    0.06
    
    
    $
    0.12Shares used in calculating net income per share:Basic
    
    
    19,819
    
    
    
    20,263Diluted
    
    
    20,043
    
    
    
    21,085
 See
accompanying notes to consolidated financial statements.
 5




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##### Table of Contents



SM&A
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  Three Months EndedMarch 31,2006
    
    
    As Restated2005(unaudited)
    
    
    (unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    1,179
    
    
    $
    2,537Adjustments to reconcile net income to net cash provided by operating
activities:Depreciation and amortization
    
    
    163
    
    
    
    132Deferred income taxes
    
    
    (79
    )
    
    
    116Excess tax benefits from stock-based compensation
    
    
    
    
    
    
    584Stock-based compensation expense
    
    
    315
    
    
    
    59Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,376
    )
    
    
    (3,268
    )Prepaid income taxes
    
    
    924
    
    
    
    Prepaid expense and other assets
    
    
    (259
    )
    
    
    (258
    )Accounts payable
    
    
    (342
    )
    
    
    (262
    )Accrued compensation and related benefits
    
    
    1,389
    
    
    
    2,236Income taxes payable
    
    
    26
    
    
    
    269Other liabilities
    
    
    7
    
    
    
    78Net cash provided by operating activities
    
    
    1,947
    
    
    
    2,223CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of fixed assets
    
    
    (510
    )
    
    
    (605
    )Net cash used in investing activities
    
    
    (510
    )
    
    
    (605
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock
    
    
    160
    
    
    
    376Payment for repurchase of shares
    
    
    (1,373
    )
    
    
    (583
    )Net cash used in financing activities
    
    
    (1,213
    )
    
    
    (207
    )Net increase in cash and cash equivalents from continued operations
    
    
    224
    
    
    
    1,411Net cash used in discontinued operations by operating activities
    
    
    (97
    )
    
    
    (128
    )Net increase in cash and cash equivalents
    
    
    127
    
    
    
    1,283Cash and cash equivalents at beginning of period
    
    
    19,103
    
    
    
    22,148Cash and cash equivalents at end of period
    
    $
    19,230
    
    
    $
    23,431
 See
accompanying notes to consolidated financial statements.
 6




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SM&A
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 For the Three Months Ended March 31, 2006 and 2005
(unaudited)
 Note 1. Basis of Presentation and Significant Accounting Policies
    Recent Accounting Pronouncements
 Share-Based Payment
 Significant Accounting Policies
 Revenue Recognition.
 Cash and Cash Equivalents.
 Investments.
 Stock-Based Compensation Accounting for Stock Issued to Employees Accounting for Stock-Based
Compensation
 7




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SM&A
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2006 and 2005  (unaudited)
 Note 1. Basis of Presentation and Significant Accounting Policies (continued)
   Note 2. Restatement of Financial Statements
  Note 3. Net Income Per Share
  Three Months EndedMarch 31,2006
    
    
    2005Denominator for basic income per common share weighted average
shares outstanding during the period
    
    
    19,819
    
    
    
    20,263Incremental shares attributable to dilutive outstanding stock options
    
    
    224
    
    
    
    822Denominator for diluted income per share
    
    
    20,043
    
    
    
    21,085
 Note 4. Stock-Based Compensation
 Accounting
for Stock-Based Compensation  Transition and Disclosures
 8




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SM&A
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2006 and 2005
(unaudited)
 Note 4. Stock-Based Compensation (continued)
 Three Months EndedMarch 31, 2005Net income, as reported
    
    $
    2,537Stock-based compensation expense related to share buyback, net of tax
    
    
    59Deduct: Total stock-based employee compensation expense determined
under fair value based method for all awards
    
    
    (556
    )Tax benefit
    
    
    227Total stock-based employee compensation expense
    
    
    (270
    )Pro forma net income
    
    $
    2,267Net income per share:Basic  as reported
    
    $
    0.13Basic  pro forma
    
    $
    0.11Diluted  as reported
    
    $
    0.12Diluted  pro forma
    
    $
    0.11
  Three Months EndedMarch 31, 2006Stock price volatility
    
    
    82.77
    %Risk-free interest rate
    
    
    4.83
    %Expected life (in years)
    
    
    3.10Stock dividend yield
    
    
    N/A
    9




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SM&A
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2006 and 2005
(unaudited)
 Note 4. Stock-Based Compensation (continued)
  Transition
Election Related to Accounting for Tax Effects of Share-Based Payment Awards
 Note 5. Revolving Line of Credit
 th
 Note 6. Income Taxes
  Note 7. Stockholders Equity
  10




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SM&A
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2006 and 2005
(unaudited)
 Note 8. Related Parties
  Note 9. Discontinued Operations
  11




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Results of Operations
  Three Months Ended March 31,2006
    
    
    2005
    
    
    Change$
    
        
    %
    
    
    $
    
        
    %
    
    
    $
    
        
    %Revenues
    
    $
    17.7
    
    
    
    100.0
    
    
    $
    20.2
    
    
    
    100.0
    
    
    ($
    2.5
    )
    
    
    (12.5
    )Cost of revenues
    
    
    10.6
    
    
    
    59.7
    
    
    
    11.5
    
    
    
    56.9
    
    
    
    (0.9
    )
    
    
    (8.2
    )Gross profit
    
    
    7.1
    
    
    
    40.3
    
    
    
    8.7
    
    
    
    43.1
    
    
    
    (1.6
    )
    
    
    (18.1
    )Selling, general and administrative expenses
    
    
    5.3
    
    
    
    30.1
    
    
    
    5.0
    
    
    
    24.8
    
    
    
    0.4
    
    
    
    6.1Operating income
    
    
    1.8
    
    
    
    10.2
    
    
    
    3.7
    
    
    
    18.3
    
    
    
    (2.0
    )
    
    
    (51.0
    )Interest income
    
    
    0.2
    
    
    
    1.1
    
    
    
    0.1
    
    
    
    0.4
    
    
    
    0.1
    
    
    
    125.9Income taxes
    
    
    0.8
    
    
    
    4.7
    
    
    
    1.3
    
    
    
    6.2
    
    
    
    (0.5
    )
    
    
    (33.9
    )Net income
    
    $
    1.2
    
    
    
    6.7
    
    
    $
    2.5
    
    
    
    12.5
    
    
    ($
    1.4
    )
    
    
    (53.5
    )
 Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005
 Revenue.
  Gross Margin.
 Selling, General and Administrative Expenses.
 12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
(continued)
  Operating Income
 Income Tax Expense
 13




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
(continued)
 Capital Resources and Liquidity
     th
  14




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Controls
  15




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS
 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.
  
    
    Loss of political support for current or increased levels of spending;
    
    Changes of presidential administration, particularly changes from one political party to
another, that typically result in a mass reordering of priorities that reduce new proposal
activity for up to a year;
    
    Threat scenarios evolving away from global conflicts to regional conflicts;
    
    Spending for ongoing operations, such as the war on terrorism, the occupation of Iraq,
downward pressure on spending for procurement of new systems and research and development
spending; and
    
    Cancellation of programs or emphasis on government shifting programs.
  We rely on a relatively limited number of clients.
  The markets in which we operate are highly competitive.
  We rely heavily upon our key senior management personnel and our ability to recruit and maintain
skilled professionals.
  16




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Item 1A. Risk Factors (continued)
   Quarterly results may fluctuate.
  Our stock price is subject to significant volatility.
  
    
    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;
    
    Announcements of poor operating results by us or our 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; and
    
    The announcement of proposed acquisitions and dispositions.
 We cannot guarantee that future acquisitions, mergers or investments in other companies will be
successful.
  
    
    the diversion of our managements attention from our existing business while evaluating
acquisitions, investments and other prospective business combinations and thereafter while
assimilating the operations and personnel of the new business;
    
    adverse short-term effects on our operating results;
    
    the inability to successfully and rapidly integrate the new businesses, personnel and
products with our existing business, including financial reporting, management and
information technology systems;
    
    higher than anticipated costs of integration;
    
    unforeseen operating difficulties and expenditures;
    
    the need to manage a significantly larger business;
    
    potential dilution to our shareholders to the extent we use our common stock as currency for an acquisition;
    
    the assumption of liabilities;
    
    the use of a substantial amount of our available cash to consummate an acquisition;
    
    difficulties inherent in the implementation and application of the provisions of the
Sarbanes-Oxley Act of 2002 to the operations of a privately-held entity acquired by the
Company; and
 17




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Item 1A. Risk Factors (continued)
 
    
    loss of employees of an acquired business, including employees who may have been
instrumental to the success or growth of that business.
  Principal shareholder has significant control.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Issuer Purchases of Equity Securities
 Total Numberof Shares
    
    
    ApproximatePurchased as
    
    
    Dollar Value ofPart of a
    
    
    Shares ThatTotal Number
    
    
    Average
    
    
    Publicly
    
    
    May Yet Beof Shares
    
    
    Price Paid
    
    
    Announced
    
    
    PurchasedPeriod
    
    Purchased
    
    
    Per Share
    
    
    Plan
    
    
    Under The PlanBeginning balance
    
    
    1,813,166
    
    
    $
    8.10
    
    
    
    1,813,166
    
    
    $
    5,317,099January 1, 2006 to January 31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,317,099February 1, 2006 to February 28, 2006
    
    
    1,700
    
    
    
    6.93
    
    
    
    1,814,866
    
    
    
    15,305,320March 1, 2006 to March 31, 2006
    
    
    204,100
    
    
    
    6.67
    
    
    
    2,018,966
    
    
    
    13,944,395Total
    
    
    2,018,966
    
    
    $
    7.95
    
    
    
    2,018,966
    
    
    $
    13,944,395
  
 Item 5. Other Information
  
 Item 6. Exhibits
 INDEX TO EXHIBITS  (Numbered in accordance with item 601 of Regulation S-K)
 2.1
    
    Stock Purchase and Sale Agreement, by and among the Registrant, Steven Myers Holding Inc. and
L-3 Communications Corporation. (1)2.2
    
    Amendment No.1 to Stock Purchase and Sale Agreement, by and among the Registrant, Steven
Myers Holding Inc. and L-3 Communications Corporation. (2)3.1
    
    Amended and Restated Articles of Incorporation. (3)3.2
    
    Amended and Restated Bylaws of the Registrant. (4)10.1
    
    Amended and Restated 1997 Stock Option Plan and related form of Stock Option Agreement. (5)10.2
    
    Second Amended and Restated Equity Incentive Plan. (6)
 18




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Item 6. Exhibits (continued)
 10.3
    
    Amended and Restated Employee Stock Purchase Plan. (7)10.4
    
    Office Facility Lease. (8)10.5
    
    Amendment No. 1 to Office Facility Lease. (9)10.6
    
    Employment Agreement of Steven S. Myers. (10)10.7
    
    Amendment No. 1 to Employment Agreement of Steven S. Myers. (11)10.8
    
    Amendment No. 2 to Employment Agreement of Steven S. Myers. (12)10.9
    
    Amendment No. 3 to Employment Agreement of Steven S. Myers.(13)10.10
    
    Amendment No. 4 to Employment Agreement of Steven S. Myers. (14)10.11
    
    Amendment No. 5 to Employment Agreement of Steven S. Myers. (15)10.12
    
    Amendment No. 6 to Employment Agreement of Steven S. Myers. (16)10.13
    
    Employment Agreement of Cathy L. Wood. (17)10.14
    
    Amendment No. 1 to Employment Agreement of Cathy L. Wood. (18)10.15
    
    Amendment No. 2 to Employment Agreement of Cathy L. Wood. (19)10.16
    
    Amendment No. 3 to Employment Agreement of Cathy L. Wood. (20)10.17
    
    Amendment No. 4 to Employment Agreement of Cathy L. Wood. (21)10.18
    
    Amendment No. 5 to Employment Agreement of Cathy L. Wood. (22)10.19
    
    Employment Agreement of Bennett C. Beaudry. (23)10.20
    
    Amendment No. 1 to Employment Agreement of Bennett C. Beaudry. (24)10.21
    
    Amendment No. 2 to Employment Agreement of Bennett C. Beaudry. (25)10.22
    
    Amendment No. 3 to Employment Agreement of Bennett C. Beaudry. (26)10.23
    
    Accounts Receivable Loan Agreement dated January 10, 2002, by and between the Registrant and
City National Bank, a national banking association. (27)10.24
    
    Commercial Guaranty dated January 10, 2002, executed by Steven Myers & Associates, Inc. in
favor of City National Bank, a national banking association. (28)10.25
    
    Revolving Loan Agreement dated October 14, 2003, by and between the registrant and City
National Bank, a national
association.
(29)10.26
    
    Revolving Note dated April 10, 2003, executed by SM&A, in favor of City National Bank. (30)10.27
    
    Renewal of Revolving Note dated April 27, 2004, executed by SM&A, in favor of City National Bank. (31)10.28
    
    Renewal of Revolving Note dated April 29, 2005, executed by SM&A, in favor of City National Bank. (32)10.29
    
    Renewal of Revolving Note dated April 24, 2006, executed by SM&A, in favor of City National Bank. (33)10.30
    
    Consultant Agreement of Bowes Enterprises. (34)10.31
    
    Consultant Agreement of Joseph B. Reagan. (35)21.1
    
    Subsidiaries of the Registrant. (36)31.1
    
    Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (37)31.2
    
    Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (38)32
    
    Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(39)
 
 Footnote #
 (1)
    
    Filed on November 27, 2001as Exhibit 10.1 to the registrants Current Report on Form 8-K and
incorporated herein by reference.(2)
    
    Filed on December 14, 2001 as Exhibit 10.1 to the registrants Current Report on Form 8-K and
incorporated herein by reference.(3)
    
    Filed on March 15, 2002 as Exhibit 3.1 to the registrants Annual Report on Form 10-K and
incorporated herein by reference. 19




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Item 6. Exhibits (continued)
 Footnote #
 (4)
    
    Filed on May 3, 2002 as Exhibit 3.2 to the registrants Quarterly Report on Form 10-Q and
incorporated herein by reference.(5)
    
    Filed on April 17, 2001 as Exhibit 10.1 to the registrants Annual Report on Form 10-K and
incorporated herein by reference.(6)
    
    Filed on February 24, 2006, as Exhibit 10.2 to the registrants Annual Report on Form 10-K and
incorporated herein by reference.(7)
    
    Filed on April 29, 2002 as Exhibit C to the registrants Annual Proxy Statement on Form 14A
and incorporated herein by reference.(8)
    
    Filed on November 21, 1997 as Exhibit 10.3 to the registrants Registration Statement
333-4075 on Form S-1 (Registration
No. 333-4075) and incorporated herein by reference.(9)
    
    Filed on October 22, 2004 as Exhibit 10.25 to the registrants Quarterly Report on Form
10-Q and incorporated herein by reference.(10)
    
    Filed on April 17, 2001 as Exhibit 10.17 to the registrants Annual Report on Form 10-K and
incorporated herein by reference.(11)
    
    Filed on March 15, 2002 as Exhibit 10.7 to the registrants Annual Report on Form 10-K and
incorporated herein by reference.(12)
    
    Filed on May 3, 2002 as Exhibit 10.8 to the registrants Quarterly Report on Form 10-Q and
incorporated herein by reference.(13)
    
    Filed on March 11, 2003 as Exhibit10.7 to the registrants Annual Report on
Form 10-K and incorporated herein by reference.(14)
    
    Filed on February 6, 2004 as Exhibit 10.8 to the registrants Annual Report on Form 10-K
and incorporated herein by reference.(15)
    
    Filed on October 22, 2004 as Exhibit 10.21 to the registrants Quarterly Report on Form
10-Q and incorporated herein by reference.(16)
    
    Filed on April 21, 2006 as Exhibit 99.1 to the registrants Current Report on Form 8-K and
incorporated herein by reference.(17)
    
    Filed on March 15, 2002 as Exhibit 10.8 to the registrants Annual Report on Form 10-K and
incorporated herein by reference.(18)
    
    Filed on November 4, 2002 as Exhibit 10.10 to the registrants Quarterly Report on Form 10-Q
and incorporated herein by reference.(19)
    
    Filed on March 11, 2003 as Exhibit 10.10 to the registrants Annual Report on Form 10-K and
incorporated herein by reference.(20)
    
    Filed on February 6, 2004 as Exhibit 10.12 to the registrants Annual Report on Form 10-K
and incorporated herein by reference.(21)
    
    Filed on October 22, 2004 as Exhibit 10.22 to the registrants Quarterly Report on Form 10-Q
and incorporated herein by reference.(22)
    
Filed on April 21, 2006 as Exhibit 99.1 to the registrants Current Report on Form 8-K and
incorporated herein by reference.(23)
    
    Filed on November 4, 2002 as Exhibit 10.11 to the registrants Quarterly Report on Form 10-Q
and incorporated herein by reference(24)
    
    Filed on March 11, 2003 as Exhibit 10.12 to the registrants Annual Report on Form 10-K
and incorporated herein by reference.(25)
    
    Filed on February 6, 2004 as Exhibit 10.15 to the registrants Annual Report on Form 10-K
and incorporated herein by reference.(26)
    
    Filed on October 8, 2004 as Exhibit 99.1 to the registrants current report on 8-K and
incorporated herein by reference.(27)
    
    Filed on January 25, 2002 as Exhibit 99.2 to the registrants Current Report on Form 8-K and
incorporated herein by reference.(28)
    
    Filed on January 25, 2002 as Exhibit 99.3 to the registrants Current Report on Form 8-K and
incorporated herein by reference.(29)
    
    Filed on February 6, 2004 as Exhibit 10.18 to the registrants Annual Report on Form 10-K
and incorporated herein by reference.(30)
    
    Filed on July 31, 2003 as Exhibit 10.16 to the registrants Quarterly Report on Form 10-Q and
incorporated herein by reference.(31)
    
    Filed on July 21, 2004 as Exhibit 10.20 to the registrants Quarterly Report on Form 10-Q
and incorporated herein by reference.(32)
    
    Filed on July 14, 2005 as Exhibit 10.25 to the registrants Quarterly Report on Form 10-Q
and incorporated herein by reference.(33)
    
    Filed herewith.(34)
    
    Filed on October 22, 2004 as Exhibit 10.23 to the registrants Quarterly Report on Form
10-Q and incorporated herein by reference.(35)
    
    Filed on October 22, 2004 as Exhibit 10.24 to the registrants Quarterly Report on Form
10-Q and incorporated herein by reference.(36)
    
    Filed on March 11, 2003 as Exhibit 21.1 to the registrants Annual Report on Form 10-K and
incorporated herein by reference.(37)
    
Filed herewith.(38)
    
    Filed herewith.(39)
    
    Filed herewith.
 20




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##### Table of Contents



SIGNATURES
  SM&A(Registrant)Dated:  May 15, 2006
    /s/ STEVE D. HANDYSteve D. HandySenior Vice President, Chief Financial Officer
and Secretary Dated:  May 15, 2006
    /s/ STEVEN S. MYERSSteven S. MyersChairman and Chief Executive Officer




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##### Table of Contents



INDEX TO EXHIBITS
 (Numbered in accordance with item 601 of Regulation S-K)
 2.1
    
    Stock Purchase and Sale Agreement, by and among the Registrant, Steven Myers Holding Inc. and
L-3 Communications Corporation. (1)2.2
    
    Amendment No.1 to Stock Purchase and Sale Agreement, by and among the Registrant, Steven
Myers Holding Inc. and L-3 Communications Corporation. (2)3.1
    
    Amended and Restated Articles of Incorporation. (3)3.2
    
    Amended and Restated Bylaws of the Registrant. (4)10.1
    
    Amended and Restated 1997 Stock Option Plan and related form of Stock Option Agreement. (5)10.2
    
    Second Amended and Restated Equity Incentive Plan. (6)10.3
    
    Amended and Restated Employee Stock Purchase Plan. (7)10.4
    
    Office Facility Lease. (8)10.5
    
    Amendment No. 1 to Office Facility Lease. (9)10.6
    
    Employment Agreement of Steven S. Myers. (10)10.7
    
    Amendment No. 1 to Employment Agreement of Steven S. Myers. (11)10.8
    
    Amendment No. 2 to Employment Agreement of Steven S. Myers. (12)10.9
    
    Amendment No. 3 to Employment Agreement of Steven S. Myers.(13)10.10
    
    Amendment No. 4 to Employment Agreement of Steven S. Myers. (14)10.11
    
    Amendment No. 5 to Employment Agreement of Steven S. Myers. (15)10.12
    
    Amendment No. 6 to Employment Agreement of Steven S. Myers. (16)10.13
    
    Employment Agreement of Cathy L. Wood. (17)10.14
    
    Amendment No. 1 to Employment Agreement of Cathy L. Wood. (18)10.15
    
    Amendment No. 2 to Employment Agreement of Cathy L. Wood. (19)10.16
    
    Amendment No. 3 to Employment Agreement of Cathy L. Wood. (20)10.17
    
    Amendment No. 4 to Employment Agreement of Cathy L. Wood. (21)10.18
    
    Amendment No. 5 to Employment Agreement of Cathy L. Wood. (22)10.19
    
    Employment Agreement of Bennett C. Beaudry. (23)10.20
    
    Amendment No. 1 to Employment Agreement of Bennett C. Beaudry. (24)10.21
    
    Amendment No. 2 to Employment Agreement of Bennett C. Beaudry. (25)10.22
    
    Amendment No. 3 to Employment Agreement of Bennett C. Beaudry. (26)10.23
    
    Accounts Receivable Loan Agreement dated January 10, 2002, by and between the Registrant and
City National Bank, a national banking association. (27)10.24
    
    Commercial Guaranty dated January 10, 2002, executed by Steven Myers & Associates, Inc. in
favor of City National Bank, a national banking association. (28)10.25
    
    Revolving Loan Agreement dated October 14, 2003, by and between the registrant and City
National Bank, a national
association.
(29)10.26
    
    Revolving Note dated April 10, 2003, executed by SM&A, in favor of City National Bank. (30)10.27
    
    Renewal of Revolving Note dated April 27, 2004, executed by SM&A, in favor of City National Bank. (31)10.28
    
    Renewal of Revolving Note dated April 29, 2005, executed by SM&A, in favor of City National Bank. (32)10.29
    
    Renewal of Revolving Note dated April 24, 2006, executed by SM&A, in favor of City National Bank. (33)10.30
    
    Consultant Agreement of Bowes Enterprises. (34)10.31
    
    Consultant Agreement of Joseph B. Reagan. (35)21.1
    
    Subsidiaries of the Registrant. (36)31.1
    
    Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (37)31.2
    
    Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (38)32
    
    Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(39)
 
 Footnote #
 (1)
    
    Filed on November 27, 2001as Exhibit 10.1 to the registrants Current Report on Form 8-K and
incorporated herein by reference.(2)
    
    Filed on December 14, 2001 as Exhibit 10.1 to the registrants Current Report on Form 8-K and
incorporated herein by reference.(3)
    
    Filed on March 15, 2002 as Exhibit 3.1 to the registrants Annual Report on Form 10-K and
incorporated herein by reference.(4)
    
    Filed on May 3, 2002 as Exhibit 3.2 to the registrants Quarterly Report on Form 10-Q and
incorporated herein by reference.(5)
    
    Filed on April 17, 2001 as Exhibit 10.1 to the registrants Annual Report on Form 10-K and
incorporated herein by reference.(6)
    
    Filed on February 24, 2006, as Exhibit 10.2 to the registrants Annual Report on Form 10-K and
incorporated herein by reference.(7)
    
    Filed on April 29, 2002 as Exhibit C to the registrants Annual Proxy Statement on Form 14A
and incorporated herein by reference.(8)
    
    Filed on November 21, 1997 as Exhibit 10.3 to the registrants Registration Statement
333-4075 on Form S-1 (Registration
No. 333-4075) and incorporated herein by reference.(9)
    
    Filed on October 22, 2004 as Exhibit 10.25 to the registrants Quarterly Report on Form
10-Q and incorporated herein by reference.(10)
    
    Filed on April 17, 2001 as Exhibit 10.17 to the registrants Annual Report on Form 10-K and
incorporated herein by reference.(11)
    
    Filed on March 15, 2002 as Exhibit 10.7 to the registrants Annual Report on Form 10-K and
incorporated herein by reference.(12)
    
    Filed on May 3, 2002 as Exhibit 10.8 to the registrants Quarterly Report on Form 10-Q and
incorporated herein by reference.(13)
    
    Filed on March 11, 2003 as Exhibit10.7 to the registrants Annual Report on
Form 10-K and incorporated herein by reference.(14)
    
    Filed on February 6, 2004 as Exhibit 10.8 to the registrants Annual Report on Form 10-K
and incorporated herein by reference.(15)
    
    Filed on October 22, 2004 as Exhibit 10.21 to the registrants Quarterly Report on Form
10-Q and incorporated herein by reference.(16)
    
    Filed on April 21, 2006 as Exhibit 99.1 to the registrants Current Report on Form 8-K and
incorporated herein by reference.(17)
    
    Filed on March 15, 2002 as Exhibit 10.8 to the registrants Annual Report on Form 10-K and
incorporated herein by reference.(18)
    
    Filed on November 4, 2002 as Exhibit 10.10 to the registrants Quarterly Report on Form 10-Q
and incorporated herein by reference.(19)
    
    Filed on March 11, 2003 as Exhibit 10.10 to the registrants Annual Report on Form 10-K and
incorporated herein by reference.(20)
    
    Filed on February 6, 2004 as Exhibit 10.12 to the registrants Annual Report on Form 10-K
and incorporated herein by reference.(21)
    
    Filed on October 22, 2004 as Exhibit 10.22 to the registrants Quarterly Report on Form 10-Q
and incorporated herein by reference.(22)
    
    Filed on April 21, 2006 as Exhibit 99.1 to the registrants Current Report on Form 8-K and
incorporated herein by reference.(23)
    
    Filed on November 4, 2002 as Exhibit 10.11 to the registrants Quarterly Report on Form 10-Q
and incorporated herein by reference(24)
    
    Filed on March 11, 2003 as Exhibit 10.12 to the registrants Annual Report on Form 10-K
and incorporated herein by reference.(25)
    
    Filed on February 6, 2004 as Exhibit 10.15 to the registrants Annual Report on Form 10-K
and incorporated herein by reference.(26)
    
    Filed on October 8, 2004 as Exhibit 99.1 to the registrants current report on 8-K and
incorporated herein by reference.(27)
    
    Filed on January 25, 2002 as Exhibit 99.2 to the registrants Current Report on Form 8-K and
incorporated herein by reference.(28)
    
    Filed on January 25, 2002 as Exhibit 99.3 to the registrants Current Report on Form 8-K and
incorporated herein by reference.(29)
    
    Filed on February 6, 2004 as Exhibit 10.18 to the registrants Annual Report on Form 10-K
and incorporated herein by reference.(30)
    
    Filed on July 31, 2003 as Exhibit 10.16 to the registrants Quarterly Report on Form 10-Q and
incorporated herein by reference.(31)
    
    Filed on July 21, 2004 as Exhibit 10.20 to the registrants Quarterly Report on Form 10-Q
and incorporated herein by reference.(32)
    
    Filed on July 14, 2005 as Exhibit 10.25 to the registrants Quarterly Report on Form 10-Q
and incorporated herein by reference.(33)
    
    Filed herewith.(34)
    
    Filed on October 22, 2004 as Exhibit 10.23 to the registrants Quarterly Report on Form
10-Q and incorporated herein by reference.(35)
    
    Filed on October 22, 2004 as Exhibit 10.24 to the registrants Quarterly Report on Form
10-Q and incorporated herein by reference.(36)
    
    Filed on March 11, 2003 as Exhibit 21.1 to the registrants Annual Report on Form 10-K and
incorporated herein by reference.(37)
    
    Filed herewith.(38)
    
    Filed herewith.(39)
    
    Filed herewith.