##### 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 June 30, 2008
 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
  Delaware
(State or other jurisdiction of incorporation or organization)
    
    33-0080929
(I.R.S. Employer Identification No.)4695 MacArthur Court, 8th Floor, Newport Beach, California
(Address of principal executive offices)
    
    92660
(Zip Code)
 (949) 975-1550
 Not applicable
  þ o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o  o þ




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##### 



SM&A
 INDEX
 PagePART I. FINANCIAL INFORMATIONItem 1.
    
    Financial Statements:Condensed Consolidated Balance Sheets
    
    
    3Condensed Consolidated Statements of Income
    
    
    4Condensed Consolidated Statements of Cash Flows
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    13Item 4.
    
    Controls and Procedures
    
    
    13PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    15Item 1A.
    
    Risk Factors
    
    
    15Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    15Item 3.
    
    Defaults Upon Senior Securities
    
    
    15Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    15Item 5.
    
    Other Information
    
    
    16Item 6.
    
    Exhibits
    
    
    16Signatures
    
    
    18EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 SM&A
CONDENSED CONSOLIDATED BALANCE SHEETS
 June 30,
    
    
    December 31,2008
    
    
    2007(unaudited)Assets:Current assets:Cash and cash equivalents
    
    $
    3,315
    
    
    $
    5,422Investments
    
    
    5,653
    
    
    
    10,610Accounts receivable, net
    
    
    24,056
    
    
    
    18,171Prepaid expenses and other current assets
    
    
    1,526
    
    
    
    2,011Total current assets
    
    
    34,550
    
    
    
    36,214Fixed assets, net
    
    
    3,318
    
    
    
    3,399Goodwill
    
    
    8,374
    
    
    
    8,278Intangibles, net
    
    
    1,670
    
    
    
    1,892Other assets
    
    
    1,890
    
    
    
    895$
    49,802
    
    
    $
    50,678Liabilities and Stockholders Equity:Current liabilities:Accounts payable
    
    $
    2,331
    
    
    $
    1,925Accrued compensation and related benefits
    
    
    4,470
    
    
    
    3,508Accrued contingent consideration
    
    
    
    
    
    
    1,750Other current liabilities
    
    
    148
    
    
    
    127Total current liabilities
    
    
    6,949
    
    
    
    7,310Other liabilities
    
    
    711
    
    
    
    785Total liabilities
    
    
    7,660
    
    
    
    8,095Commitments and contingenciesStockholders equity:Preferred stock
    
    
    
    
    
    
    Common stock
    
    
    2
    
    
    
    2Additional paid-in capital
    
    
    46,586
    
    
    
    45,450Treasury stock
    
    
    (4,595
    )
    
    
    (1,506
    )Retained earnings (accumulated deficit)
    
    
    149
    
    
    
    (1,363
    )Total stockholders equity
    
    
    42,142
    
    
    
    42,583$
    49,802
    
    
    $
    50,678
 See accompanying notes to condensed consolidated financial statements.
 3




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SM&A
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenue
    
    $
    26,009
    
    
    $
    25,568
    
    
    $
    51,432
    
    
    $
    49,192Cost of revenue
    
    
    15,728
    
    
    
    15,663
    
    
    
    31,413
    
    
    
    30,080Gross margin
    
    
    10,281
    
    
    
    9,905
    
    
    
    20,019
    
    
    
    19,112Selling, general and administrative expenses
    
    
    8,553
    
    
    
    6,631
    
    
    
    17,510
    
    
    
    13,525Operating income
    
    
    1,728
    
    
    
    3,274
    
    
    
    2,509
    
    
    
    5,587Interest income, net
    
    
    22
    
    
    
    78
    
    
    
    117
    
    
    
    221Income before income taxes
    
    
    1,750
    
    
    
    3,352
    
    
    
    2,626
    
    
    
    5,808Income tax expense
    
    
    738
    
    
    
    1,349
    
    
    
    1,114
    
    
    
    2,354Net income
    
    $
    1,012
    
    
    $
    2,003
    
    
    $
    1,512
    
    
    $
    3,454Earnings per share:Basic
    
    $
    0.05
    
    
    $
    0.11
    
    
    $
    0.08
    
    
    $
    0.18Diluted
    
    $
    0.05
    
    
    $
    0.11
    
    
    $
    0.08
    
    
    $
    0.18Shares used in calculating earnings per share:Basic
    
    
    18,603
    
    
    
    18,787
    
    
    
    18,797
    
    
    
    18,698Diluted
    
    
    18,698
    
    
    
    18,964
    
    
    
    18,901
    
    
    
    18,882
 See accompanying notes to condensed consolidated financial statements.
 4




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SM&A
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Six Months EndedJune 30,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    1,512
    
    
    $
    3,454Adjustments to reconcile net income to net cash used in operating activities:Depreciation and amortization
    
    
    611
    
    
    
    589Loss on disposal of assets
    
    
    32
    
    
    
    Stock-based compensation expense
    
    
    855
    
    
    
    898Excess tax benefits from stock-based compensation
    
    
    
    
    
    
    (118
    )Deferred income taxes
    
    
    (1,067
    )
    
    
    (199
    )Changes in operating assets and liabilities, net of business acquisitions:Accounts receivable
    
    
    (5,885
    )
    
    
    (7,096
    )Prepaid expenses and other assets
    
    
    557
    
    
    
    46Accounts payable
    
    
    406
    
    
    
    238Accrued compensation and related benefits
    
    
    962
    
    
    
    784Other liabilities
    
    
    (1,803
    )
    
    
    (2
    )Net cash used in operating activities
    
    
    (3,820
    )
    
    
    (1,406
    )Cash flows from investing activities:Purchases of fixed assets
    
    
    (340
    )
    
    
    (729
    )Purchases of marketable securities
    
    
    (7,771
    )
    
    
    (12,500
    )Proceeds from sale of marketable securities
    
    
    12,728
    
    
    
    6,000Cost of acquisitions, net of cash acquired
    
    
    (96
    )
    
    
    (4,465
    )Net cash provided by (used in) investing activities
    
    
    4,521
    
    
    
    (11,694
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    281
    
    
    
    460Excess tax benefits from stock-based compensation
    
    
    
    
    
    
    118Payment for repurchase of shares
    
    
    (3,089
    )
    
    
    (842
    )Net cash used in financing activities
    
    
    (2,808
    )
    
    
    (264
    )Net decrease in cash and cash equivalents from continued operations
    
    
    (2,107
    )
    
    
    (13,364
    )Net cash used in discontinued operations by operating activities
    
    
    
    
    
    
    (42
    )Net decrease in cash and cash equivalents
    
    
    (2,107
    )
    
    
    (13,406
    )Cash and cash equivalents at beginning of period
    
    
    5,422
    
    
    
    15,143Cash and cash equivalents at end of period
    
    $
    3,315
    
    
    $
    1,737Supplemental informationcash paid for:Income taxes
    
    $
    1,696
    
    
    $
    2,135Supplemental disclosure of non-cash transactions:Common stock issued for an acquisition
    
    $
    
    
    
    $
    2,213Common stock issued to an employee
    
    $
    
    
    
    $
    50Common stock issued to non-employee directors
    
    $
    39
    
    
    $
    
 See accompanying notes to condensed consolidated financial statements.
 5




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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six Months Ended June 30, 2008 and 2007
 Note 1. Basis of Presentation
    Recent Accounting Pronouncements
 The
Hierarchy of Generally Accepted Accounting Principles The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles.
 Note 2. Earnings Per Share
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(in thousands, except per share amounts)
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Numerator:Net income
    
    $
    1,012
    
    
    $
    2,003
    
    
    $
    1,512
    
    
    $
    3,454Denominator:Weighted average shares outstanding
    
    
    18,603
    
    
    
    18,787
    
    
    
    18,797
    
    
    
    18,698Effect of dilutive outstanding stock options
    
    
    95
    
    
    
    177
    
    
    
    104
    
    
    
    184Denominator for diluted income per share
    
    
    18,698
    
    
    
    18,964
    
    
    
    18,901
    
    
    
    18,882Basic earnings per share
    
    $
    0.05
    
    
    $
    0.11
    
    
    $
    0.08
    
    
    $
    0.18Dilutive earnings per share
    
    $
    0.05
    
    
    $
    0.11
    
    
    $
    0.08
    
    
    $
    0.18Anti-dilutive shares excluded from the
foregoing reconciliation
    
    
    2,303
    
    
    
    1,149
    
    
    
    2,289
    
    
    
    1,493
 Note 3. Investments in Marketable Securities
  6




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##### Table of Contents



Note 4. Stock-Based Compensation
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2008
    
    2007
    
    2008
    
    2007Stock price volatility
    
    
    39.1
    %
    
    
    42.0
    %
    
    
    35.1
    %
    
    
    67.2
    %Risk-free interest rate
    
    
    2.8
    %
    
    
    4.5
    %
    
    
    2.6
    %
    
    
    4.8
    %Expected life (in years)
    
    
    4.8
    
    
    
    3.7
    
    
    
    3.1
    
    
    
    3.8Forfeiture rate
    
    
    10.0
    %
    
    
    9.1
    %
    
    
    10.5
    %
    
    
    9.5
    %Stock dividend yield
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AWeighted-average fair value per option granted
    
    $
    1.58
    
    
    $
    2.68
    
    
    $
    1.41
    
    
    $
    3.36
  Weighted-
    
    
    Weighted-Average
    
    
    AggregateAverage
    
    
    Fair Value of
    
    
    IntrinsicActivity
    
    Shares
    
    
    Exercise Price
    
    
    Options Granted
    
    
    ValueOutstanding at December 31, 2007
    
    
    2,272,448
    
    
    $
    7.43Granted
    
    
    572,428
    
    
    
    5.37
    
    
    $
    1.41Exercised
    
    
    
    
    
    
    Cancelled, Forfeited or Expired
    
    
    (204,050
    )
    
    
    7.65Outstanding at June 30, 2008
    
    
    2,640,826
    
    
    
    6.97
    
    
    
    
    
    
    $
    489,000Exercisable at June 30, 2008
    
    
    1,358,926
    
    
    $
    7.67
    
    
    
    
    
    
    $
    465,000
    Note 5. Acquisitions
   Unaudited Pro Forma Financial Information
  7




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##### Table of Contents



Three Months Ended
    
    Six Months Ended(in thousands, except per share amounts)
    
    June 30, 2007
    
    June 30, 2007Revenue
    
    $
    27,097
    
    
    $
    52,606Net income
    
    $
    1,986
    
    
    $
    3,431Pro forma earnings per share:Basic
    
    $
    0.11
    
    
    $
    0.18Diluted
    
    $
    0.10
    
    
    $
    0.18
 Note 6. Intangible Assets and Goodwill
  Note 7. Income Taxes
  Note 8. Credit Facility
  Note 9. Stockholders Equity
   Common Stock and
    
    
    
    
    
    
    Retained EarningsCommon
    
    
    Additional Paid-In
    
    
    Treasury
    
    
    (Accumulated
    
    
    Stockholders(in thousands, except share data)
    
    Shares
    
    
    Capital
    
    
    Stock
    
    
    Deficit)
    
    
    EquityBalances at December 31, 2007
    
    
    18,998,110
    
    
    $
    45,452
    
    
    $
    (1,506
    )
    
    $
    (1,363
    )
    
    $
    42,583Proceeds from the issuance of
common stock
    
    
    56,911
    
    
    
    281
    
    
    
    
    
    
    
    
    
    
    
    281Stock-based compensation expense.
    
    
    
    
    
    
    855
    
    
    
    
    
    
    
    
    
    
    
    855Repurchased treasury shares
    
    
    (654,236
    )
    
    
    
    
    
    
    (3,089
    )
    
    
    
    
    
    
    (3,089
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,512
    
    
    
    1,512Balances at June 30, 2008
    
    
    18,400,785
    
    
    $
    46,588
    
    
    $
    (4,595
    )
    
    $
    149
    
    
    $
    42,142
  8




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##### Table of Contents



Note 10. Commitments and Contingencies
    9




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements
  How to Obtain SM&A SEC Filings
  Our Company
  Competition Management
 Program Services
  10




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##### Table of Contents



Results of Operations
 Three and Six Months Ended June 30, 2008 and 2007
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,(in millions)
    
    2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeRevenue
    
    $
    26.0
    
    
    $
    25.6
    
    
    
    1.6
    %
    
    $
    51.4
    
    
    $
    49.2
    
    
    
    4.5
    %Cost of revenue
    
    
    15.7
    
    
    
    15.7
    
    
    
    0.0
    
    
    
    31.4
    
    
    
    30.1
    
    
    
    4.3Gross margin
    
    
    10.3
    
    
    
    9.9
    
    
    
    4.0
    
    
    
    20.0
    
    
    
    19.1
    
    
    
    4.7Selling, general and administrative expenses
    
    
    8.6
    
    
    
    6.6
    
    
    
    30.3
    
    
    
    17.5
    
    
    
    13.5
    
    
    
    29.6Operating income
    
    
    1.7
    
    
    
    3.3
    
    
    
    (48.5
    )
    
    
    2.5
    
    
    
    5.6
    
    
    
    (55.4
    )Interest income, net
    
    
    0.0
    
    
    
    0.1
    
    
    
    (100.0
    )
    
    
    0.1
    
    
    
    0.2
    
    
    
    (50.0
    )Income tax expense
    
    
    0.7
    
    
    
    1.3
    
    
    
    (46.2
    )
    
    
    1.1
    
    
    
    2.4
    
    
    
    (54.2
    )Net income
    
    $
    1.0
    
    
    $
    2.0
    
    
    
    (50.0
    )%
    
    $
    1.5
    
    
    $
    3.5
    
    
    
    (57.1
    )%
 Revenue
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,(in millions)
    
    2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeRevenues by Market VerticalAerospace and defense
    
    $
    21.0
    
    
    $
    20.1
    
    
    
    4.5
    %
    
    $
    40.5
    
    
    $
    40.0
    
    
    
    1.3
    %Non-aerospace and defense
    
    
    5.0
    
    
    
    5.5
    
    
    
    (9.1
    )
    
    
    10.9
    
    
    
    9.2
    
    
    
    18.5Total
    
    $
    26.0
    
    
    $
    25.6
    
    
    
    1.6
    %
    
    $
    51.4
    
    
    $
    49.2
    
    
    
    4.5
    %Revenues by Service LineCompetition Management
    
    $
    10.8
    
    
    $
    14.9
    
    
    
    (27.5
    )%
    
    $
    24.1
    
    
    $
    29.3
    
    
    
    (17.7
    )%Program Services
    
    
    15.2
    
    
    
    10.7
    
    
    
    42.1
    
    
    
    27.3
    
    
    
    19.9
    
    
    
    37.2Total
    
    $
    26.0
    
    
    $
    25.6
    
    
    
    1.6
    %
    
    $
    51.4
    
    
    $
    49.2
    
    
    
    4.5
    %
     11




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##### Table of Contents



Gross Margin
  Three Months Ended June 30,
    
    
    Six Months Ended June 30,(in millions)
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Revenue
    
    $
    26.0
    
    
    $
    25.6
    
    
    $
    51.4
    
    
    $
    49.2Cost of revenue
    
    
    15.7
    
    
    
    15.7
    
    
    
    31.4
    
    
    
    30.1Gross margin
    
    $
    10.3
    
    
    $
    9.9
    
    
    $
    20.0
    
    
    $
    19.1Gross margin percentage
    
    
    39.6
    %
    
    
    38.7
    %
    
    
    38.9
    %
    
    
    38.9
    %
  Selling, General and Administrative Expenses (SG&A)
    Three Months Ended June 30,
    
    
    Six Months Ended June 30,(in millions)
    
    2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeSG&A before the segregated expenses below
    
    $
    5.5
    
    
    $
    5.7
    
    
    
    (3.5
    )%
    
    $
    10.5
    
    
    $
    11.2
    
    
    
    (6.2
    )%Stock-based compensation
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.0
    
    
    
    0.9
    
    
    
    0.8
    
    
    
    12.5PPI and PMA SG&A
    
    
    1.1
    
    
    
    0.4
    
    
    
    175.0
    
    
    
    2.0
    
    
    
    0.7
    
    
    
    185.7Strategic Advisors SG&A
    
    
    0.1
    
    
    
    
    
    
    
    100.0
    
    
    
    0.5
    
    
    
    
    
    
    
    100.0Earn-out amount earned by the principal of PPI
    
    
    0.7
    
    
    
    
    
    
    
    100.0
    
    
    
    1.6
    
    
    
    
    
    
    
    100.0Proxy contest expenses
    
    
    0.8
    
    
    
    
    
    
    
    100.0
    
    
    
    0.9
    
    
    
    
    
    
    
    100.0Company-wide offsite training conference fees.
    
    
    
    
    
    
    
    
    
    
    N/A
    
    
    
    1.1
    
    
    
    
    
    
    
    100.0Management transition related expenses
    
    
    
    
    
    
    0.1
    
    
    
    (100.0
    )
    
    
    
    
    
    
    0.8
    
    
    
    (100.0
    )Total SG&A
    
    $
    8.6
    
    
    $
    6.6
    
    
    
    30.3
    %
    
    $
    17.5
    
    
    $
    13.5
    
    
    
    29.6
    %
  12




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##### Table of Contents



Operating Income
  Income Tax Expense
  Liquidity and Capital Resources
  (in thousands)
    
    June 30, 2008
    
    December 31, 2007Cash, cash equivalents, and short-term investments
    
    
    8,968
    
    
    
    16,032Accounts receivable, net
    
    
    24,056
    
    
    
    18,171Prepaid expenses and other current assets
    
    
    1,526
    
    
    
    2,011Working capital
    
    
    27,601
    
    
    
    28,904
    
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  13




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##### Table of Contents



Changes in Internal Controls
  14




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 Issuer Purchases of Equity Securities
  Approximate DollarValue of SharesTotal Number of
    
    
    That May Yet BeShares Purchased as
    
    
    Purchased Under theTotal Number of
    
    
    Average Price Paid
    
    
    Part of a Publicly
    
    
    Plan (in thousands)Period
    
    Shares Purchased
    
    
    Per Share
    
    
    Announced Plan (1)
    
    
    (2)April 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,763May 2008
    
    
    413,036
    
    
    $
    4.97
    
    
    
    413,036
    
    
    
    2,709June 2008.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,709Total
    
    
    413,036
    
    
    $
    4.97
    
    
    
    413,036
    
    
    $
    2,709
 
 (1)
    
    We repurchased a total of 413,036 shares of our common stock during the quarter ended
June 30, 2008 under a share repurchase program that we announced in May 2004.(2)
    
    Our Board of Directors has approved a share repurchase program for the repurchase of up
to $30 million of our common stock from time-to-time. Under the program, management has
discretion to determine the number and price of the shares to be repurchased, and the
timing of any repurchases in compliance with applicable law and regulation. 
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
 (a)
    
    Our Annual Meeting of Shareholders was held on May 23, 2008.(b)
    
    In the election, nine nominees of the Board of Directors were elected for one-year terms
expiring on the date of the annual meeting in 2009. The votes were as follows:
 For
    
    
    AbstainWilliam C. Bowes
    
    
    14,564,300
    
    
    
    18,118Dwight L. Hanger
    
    
    14,563,952
    
    
    
    18,466J. Christopher Lewis
    
    
    14,563,750
    
    
    
    18,668Cathy McCarthy
    
    
    14,563,952
    
    
    
    18,466Peter Pace
    
    
    14,563,902
    
    
    
    18,516Joseph B. Reagan
    
    
    14,564,300
    
    
    
    18,118Robert Rodin
    
    
    14,563,952
    
    
    
    18,466John P. Stenbit
    
    
    14,564,102
    
    
    
    18,316Robert J. Untracht
    
    
    14,564,102
    
    
    
    18,316
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##### Table of Contents



(c)
    
    The results of voting on Proposals 2 through 3 (as numbered in the 2008 Proxy Statement) were
as follows:
 2.
    
    Approval of Amendment to the Amended and Restated Employee Stock Purchase Plan was
as follows:
 Number of VotesFor
    
    
    13,839,083Against
    
    
    724,447Abstain
    
    
    18,888Broker non-votes
    
    
    0
 3.
    
    Approval of the ratification of the appointment of BDO Seidman, LLP to serve as the
independent registered public accounting firm for the fiscal year ending December 31,
2008 was as follows:
 Number of VotesFor
    
    
    14,562,463Against
    
    
    8,440Abstain
    
    
    11,715Broker non-votes
    
    
    0
 (d)
    
    In May 2008, prior to SM&As annual stockholder meeting, SM&A and its former Chairman of the
Board and CEO entered into an agreement to settle their then pending proxy contest. See the
proxy soliciting material contained in SM&As Schedule 14A Definitive Revised Proxy filed with
the SEC on May 22, 2008, for a description of the terms of the settlement and the anticipated
cost to SM&A in connection therewith.
 
 Item 5. Other Information
  
 Item 6. Exhibits
 Exhibits
 2.1
    
    Stock Purchase Agreement, by and among Project Planning, Inc., Richard Bowe, its Shareholder, and SM&A.
Filed on February 12, 2007 as Exhibit 99.2 to the registrants Current Report on Form 8-K and incorporated herein by
reference.2.2
    
    Stock Purchase Agreement, by and among Performance Management Associates, Inc., James A.
Wrisley and Paulette Wrisley, its Shareholders, and SM&A.
Filed on September 19, 2007 as Exhibit 10.1 to the registrants Current Report on Form 8-K and
incorporated herein by reference.2.3
    
    Amendment to Stock Purchase Agreement, by and among Performance Management Associates,
Inc., James A. Wrisley and Paulette Wrisley, its Shareholders, and SM&A.
Filed on March 7, 2008 as Exhibit 2.3 to the registrants Annual Report on Form 8-K and
incorporated herein by reference.2.4
    
    Amendment to Stock Purchase Agreement, by and among Project Planning, Inc., Richard Bowe,
its Shareholder, and SM&A.
Filed on May 9, 2008 as Exhibit 2.4 to the registrants report on Form 10-Q and incorporated
herein by reference.3.1
    
    Certificate of Incorporation of SM&A, a Delaware corporation.
Filed on December 6, 2006 as Exhibit 3.1 to the registrants Current Report on Form 8-K and
incorporated herein by reference.3.2
    
    Bylaws of SM&A, a Delaware corporation.
Filed on December 6, 2006 as Exhibit 3.3 to the registrants Current Report on Form 8-K and
incorporated herein by reference.3.3
    
    Agreement and Plan of Merger, between SM&A, a California corporation, and SM&A, a Delaware corporation.
Filed on December 6, 2006 as Exhibit 2.1 to the registrants Current Report on Form 8-K and incorporated herein by
reference.10.1
    
    Amendment No. 1 to Employment Agreement of Cathy L. McCarthy.
Filed on January 17, 2008 as Exhibit 99.1 to the registrants Current Report on Form 8-K and
incorporated herein by reference.
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##### Table of Contents



10.2
    
    Employment Agreement of Peter Pace.
Filed on January 24, 2008 as Exhibit 99.1 to the registrants Current Report on Form 8-K and incorporated herein by
reference.10.3
    
    Agreement entered into as of May 21, 2008 by and between Steven S. Myers and SM&A, a Delaware corporation.
Filed on May 23, 2008 as Exhibit 10.1 to the registrants current report on Form 8-K and incorporated herein by reference.10.4
    
    Credit Agreement dated May 1, 2008 between City National Bank and SM&A, a Delaware corporation.
Filed on May 6, 2008 as Exhibit 10.1 to the registrants current report on Form 8-K and
incorporated herein by reference.31.1
    
    Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith.31.2
    
    Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith.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.
Filed herewith.
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##### Table of Contents



SIGNATURES
  SM&A
(Registrant)Dated:  August 8, 2008
    By:
    /s/ JAMES R. ECKSTAEDTJames R. EckstaedtExecutive Vice President, Finance and Chief Financial OfficerDated:  August 8, 2008
    By:
    /s/ CATHY MCCARTHYCathy McCarthyPresident and Chief Executive Officer 18