##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTER ENDED SEPTEMBER 30, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number
000-51579
 
 NCI, Inc.
  Delaware
    
    20-3211574(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)11730 Plaza America DriveReston, Virginia
    
    20190-4764(Address of principal executive offices)
    
    (Zip Code)
 (703) 707-6900
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 o þ




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##### 



PAGEPART I: FINANCIAL INFORMATION
    
    
    1Item 1. Financial Statements
    
    
    1Consolidated Balance Sheets as of September 30, 2010 (unaudited) and December 31, 2009
    
    
    1Consolidated Statements of Operations (unaudited) for the three and nine months ended
September 30, 2010 and 2009
    
    
    2Consolidated Statements of Cash Flows (unaudited) for the nine months ended September
30, 2010 and 2009
    
    
    3Notes to Consolidated Financial Statements (unaudited)
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    7Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    13Item 4. Controls and Procedures
    
    
    13PART II: OTHER INFORMATION
    
    
    14Item 1. Legal Proceedings
    
    
    14Item 1A. Risk Factors
    
    
    14Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    14Item 3. Defaults Upon Senior Securities
    
    
    14Item 4. Removed and Reserved
    
    
    14Item 5. Other Information
    
    
    14Item 6. Exhibits
    
    
    14Signatures
    
    
    16Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



PART 1
 FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 NCI, INC.
 
 CONSOLIDATED BALANCE SHEETS
 As of
    
    
    As ofSeptember 30,
    
    
    December 31,2010
    
    
    2009(unaudited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    1,924
    
    
    $
    1,193Accounts receivable, net
    
    
    127,741
    
    
    
    110,027Deferred tax assets
    
    
    5,712
    
    
    
    4,525Prepaid expenses and other current assets
    
    
    4,537
    
    
    
    1,677Total current assets
    
    
    139,914
    
    
    
    117,422Property and equipment, net
    
    
    11,469
    
    
    
    8,253Other assets
    
    
    805
    
    
    
    827Intangible assets, net
    
    
    6,777
    
    
    
    8,569Goodwill
    
    
    106,580
    
    
    
    106,580Total assets
    
    $
    265,545
    
    
    $
    241,651Liabilities and stockholders equityCurrent liabilities:Current portion of debt
    
    $
    28,500
    
    
    $
    Accounts payable
    
    
    57,082
    
    
    
    42,333Accrued salaries and benefits
    
    
    18,121
    
    
    
    21,012Other accrued expenses/liabilities
    
    
    5,108
    
    
    
    4,222Deferred revenue
    
    
    2,424
    
    
    
    1,782Total current liabilities
    
    
    111,235
    
    
    
    69,349Long-term debt
    
    
    
    
    
    
    42,000Other liabilities
    
    
    
    
    
    
    23Deferred rent
    
    
    1,458
    
    
    
    1,914Deferred tax liabilities, net
    
    
    7,673
    
    
    
    4,138Total liabilities
    
    
    120,366
    
    
    
    117,424Stockholders equity:Class A common stock, $0.019 par
value37,500,000 shares authorized;
8,439,242 shares issued and outstanding
as of September 30, 2010, and 8,288,454
shares issued and outstanding as of
December 31, 2009
    
    
    160
    
    
    
    158Class B common stock, $0.019 par
value12,500,000 shares authorized;
5,200,000 shares issued and outstanding
as of September 30, 2010 and December
31, 2009
    
    
    99
    
    
    
    99Additional paid-in capital
    
    
    66,928
    
    
    
    62,943Retained earnings
    
    
    77,992
    
    
    
    61,027Total stockholders equity
    
    
    145,179
    
    
    
    124,227Total liabilities and stockholders equity
    
    $
    265,545
    
    
    $
    241,651
 See accompanying notes
  1




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NCI, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 Three months ended September 30,
    
    
    Nine months ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenue
    
    $
    168,769
    
    
    $
    130,198
    
    
    $
    410,319
    
    
    $
    343,733Operating costs and expenses:Cost of revenue
    
    
    151,138
    
    
    
    113,403
    
    
    
    361,456
    
    
    
    298,703General and administrative expense
    
    
    6,194
    
    
    
    6,271
    
    
    
    17,179
    
    
    
    15,926Depreciation and amortization
    
    
    762
    
    
    
    518
    
    
    
    1,933
    
    
    
    1,559Amortization of intangible assets
    
    
    597
    
    
    
    578
    
    
    
    1,792
    
    
    
    1,474Total operating costs and expenses
    
    
    158,691
    
    
    
    120,770
    
    
    
    382,360
    
    
    
    317,662Operating income
    
    
    10,078
    
    
    
    9,428
    
    
    
    27,959
    
    
    
    26,071Interest income
    
    
    8
    
    
    
    15
    
    
    
    40
    
    
    
    45Interest expense
    
    
    (141
    )
    
    
    (160
    )
    
    
    (466
    )
    
    
    (533
    )Income before income taxes
    
    
    9,945
    
    
    
    9,283
    
    
    
    27,533
    
    
    
    25,583Income tax expense
    
    
    3,841
    
    
    
    3,658
    
    
    
    10,567
    
    
    
    10,163Net income
    
    $
    6,104
    
    
    $
    5,625
    
    
    $
    16,966
    
    
    $
    15,420Earnings per common and common equivalent share:Basic:Weighted average shares outstanding
    
    
    13,639
    
    
    
    13,477
    
    
    
    13,612
    
    
    
    13,442Net income per share
    
    $
    0.45
    
    
    $
    0.42
    
    
    $
    1.25
    
    
    $
    1.15Diluted:Weighted average shares and equivalent
shares outstanding
    
    
    13,873
    
    
    
    13,801
    
    
    
    13,879
    
    
    
    13,766Net income per share
    
    $
    0.44
    
    
    $
    0.41
    
    
    $
    1.22
    
    
    $
    1.12
 See accompanying notes
  2




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NCI, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine months ended September 30,2010
    
    
    2009Cash flows from operating activitiesNet income
    
    $
    16,966
    
    
    $
    15,420Adjustments to reconcile net income to net
cash provided by operating activities:Depreciation and amortization
    
    
    3,725
    
    
    
    3,033(Gain) loss on sale and disposal of property and equipment
    
    
    (85
    )
    
    
    2Non-cash stock compensation expense
    
    
    1,288
    
    
    
    980Deferred income taxes
    
    
    2,346
    
    
    
    888Changes in operating assets and liabilities:Accounts receivable, net
    
    
    (17,713
    )
    
    
    (578
    )Prepaid expenses and other assets
    
    
    (2,838
    )
    
    
    (600
    )Accounts payable
    
    
    14,749
    
    
    
    8,032Accrued expenses/other current liabilities
    
    
    (1,377
    )
    
    
    (197
    )Deferred rent
    
    
    (411
    )
    
    
    (437
    )Net cash provided by operating activities
    
    
    16,650
    
    
    
    26,543Cash flows from investing activitiesPurchase of property and equipment
    
    
    (5,206
    )
    
    
    (2,966
    )Proceeds from sale of property and equipment
    
    
    141
    
    
    
    Cash paid for acquisitions, net of cash received
    
    
    
    
    
    
    (14,953
    )Net cash used in investing activities
    
    
    (5,065
    )
    
    
    (17,919
    )Cash flows from financing activitiesProceeds from exercise of stock options
    
    
    2,441
    
    
    
    865Excess tax deductions from stock options
    
    
    258
    
    
    
    296Payments on line of credit, net
    
    
    (13,500
    )
    
    
    (8,000
    )Principal payments under capital lease obligations
    
    
    (53
    )
    
    
    (94
    )Net cash used in financing activities
    
    
    (10,854
    )
    
    
    (6,933
    )Net change in cash and cash equivalents
    
    
    731
    
    
    
    1,691Cash and cash equivalents, beginning of period
    
    
    1,193
    
    
    
    1,267Cash and cash equivalents, end of period
    
    $
    1,924
    
    
    $
    2,958Supplemental disclosure of cash flow informationCash paid during the period for:Interest
    
    $
    466
    
    
    $
    533Income taxes
    
    $
    11,476
    
    
    $
    10,397
 See accompanying notes
  3




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NCI, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (UNAUDITED)
 1. Basis of Presentation
 .
 2. Business Overview
  3. Earnings Per Share
  Three months ended September 30,
    
    
    Nine months ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(in thousands, except per share data)Net Income
    
    $
    6,104
    
    
    $
    5,625
    
    
    $
    16,966
    
    
    $
    15,420Weighted average number of basic shares outstanding during the period
    
    
    13,639
    
    
    
    13,477
    
    
    
    13,612
    
    
    
    13,442Dilutive effect of stock options after application of treasury stock
method
    
    
    234
    
    
    
    324
    
    
    
    267
    
    
    
    324Weighted average number of diluted shares outstanding during the
period
    
    
    13,873
    
    
    
    13,801
    
    
    
    13,879
    
    
    
    13,766Basic earnings per share
    
    $
    0.45
    
    
    $
    0.42
    
    
    $
    1.25
    
    
    $
    1.15Diluted earnings per share
    
    $
    0.44
    
    
    $
    0.41
    
    
    $
    1.22
    
    
    $
    1.12
  4




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NCI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (UNAUDITED)
 4. Stock Compensation
   Three months ended September 30,
    
    
    Nine months ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(in thousands)Cost of revenue
    
    $
    (55
    )
    
    $
    141
    
    
    $
    365
    
    
    $
    373General and administrative
    
    
    424
    
    
    
    229
    
    
    
    923
    
    
    
    607$
    369
    
    
    $
    370
    
    
    $
    1,288
    
    
    $
    980
  5. Loan and Security Agreement
    6. Related Party Transactions
   5




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NCI, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (UNAUDITED)
 6. Related Party Transactions (continued)
   7. Subsequent Event
    6




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Forward Looking Statements
  
    
    Our dependence on our contracts with Federal Government agencies, particularly within
the U.S. Department of Defense, for substantially all our revenue; a change in funding of
our contracts due to bid protests; changes in Federal Government spending priorities;
changes in contract type, particularly changes from cost-plus or time-and-material type
contracts to fixed-price type contracts
 
    
    Failure by Congress to approve budgets in a timely fashion and the potential impact on
contract funding under a Continuing Resolutions
 
    
    Risk of contract performance or termination
 
    
    Changes in Federal Government programs or requirements, including the increased use of
small business providers
 
    
    Failure to achieve contract awards in connection with recompetes for present business
and/or competition for new business
 
    
    Adverse results of Federal Government audits of our government contracts
 
    
    Competitive factors, such as pricing pressures and competition to hire and retain
employees (particularly those with security clearances)
 
    
    Failure to identify and successfully integrate future acquired companies or businesses
into our operations or to realize any accretive or synergistic effects from such
acquisitions, or effectively integrate acquisitions appropriate to the achievement of our
strategic plans
 
    
    Economic conditions in the United States, including conditions that result from
terrorist activities or war; material changes in laws or regulations applicable to our
businesses, particularly legislation affecting (i) Federal Government contracts for
services, (ii) outsourcing of activities that have been performed by the Federal
Government, (iii) Federal Government contracts containing organizational conflict of
interest (OCI) clauses, (iv) delays related to agency specific funding freezes or budget
cutbacks, (v) competition for task orders under Government Wide Acquisition Contracts
(GWACs), agency-specific Indefinite Delivery/Indefinite Quantity (IDIQ) contracts and/or
schedule contracts with the General Services Administration, (vi) the Federal Governments
insourcing of previously contracted support services and the realignment of funds to
non-defense related programs and agencies, and (vii) our ability to achieve the objectives
of near-term or long-range business plans
 
    
    Our credit facility expires March 14, 2011. We are working with our present lenders, as
well as other potential lenders to replace our current credit facility on or before March
14, 2011. We believe the interest rates on the new facility will be greater than the
current credit facility
    7




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OVERVIEW
  
    
    Enterprise systems management
 
    
    Network engineering
 
    
    Cybersecurity and information assurance
 
    
    Software development and systems engineering
 
    
    Program management, acquisition, and lifecycle support
 
    
    Engineering and logistics
 
    
    Health IT/medical transformation
 
    
    Training and simulation
  Three months ended September 30,
    
    
    Nine months ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Department of Defense and intelligence agencies
    
    
    93.5
    %
    
    
    89.0
    %
    
    
    91.2
    %
    
    
    87.4
    %Federal civilian agencies
    
    
    6.5
    %
    
    
    11.0
    %
    
    
    8.8
    %
    
    
    12.2
    %Commercial, state, and local entities
    
    
    
    %
    
    
    
    %
    
    
    
    %
    
    
    0.4
    %
 Contract Types
   Three months ended September 30,
    
    
    Nine months ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Time-and-materials
    
    
    65.4
    %
    
    
    48.2
    %
    
    
    57.8
    %
    
    
    51.0
    %Cost-plus
    
    
    11.2
    %
    
    
    13.2
    %
    
    
    13.9
    %
    
    
    14.9
    %Fixed-price
    
    
    23.4
    %
    
    
    38.6
    %
    
    
    28.3
    %
    
    
    34.1
    %
   8




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Results of Operations
 Three Months Ended September 30, 2010, Compared to Three Months Ended September 30, 2009
  Three months ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(in thousands)
    
    
    (as a percentage of revenue)Revenue
    
    $
    168,769
    
    
    $
    130,198
    
    
    
    100.0
    %
    
    
    100.0
    %Operating costs and expenses:Cost of revenue
    
    
    151,138
    
    
    
    113,403
    
    
    
    89.6
    
    
    
    87.1General and administrative expenses
    
    
    6,194
    
    
    
    6,271
    
    
    
    3.7
    
    
    
    4.8Depreciation and amortization
    
    
    762
    
    
    
    518
    
    
    
    0.4
    
    
    
    0.4Amortization of intangible assets
    
    
    597
    
    
    
    578
    
    
    
    0.3
    
    
    
    0.5Total operating costs and expenses
    
    
    158,691
    
    
    
    120,770
    
    
    
    94.0
    
    
    
    92.8Operating income
    
    
    10,078
    
    
    
    9,428
    
    
    
    6.0
    
    
    
    7.2Interest income
    
    
    8
    
    
    
    15
    
    
    
    
    
    
    
    Interest expense
    
    
    (141
    )
    
    
    (160
    )
    
    
    (0.1
    )
    
    
    (0.1
    )Income before taxes
    
    
    9,945
    
    
    
    9,283
    
    
    
    5.9
    
    
    
    7.1Provision for income taxes
    
    
    3,841
    
    
    
    3,658
    
    
    
    2.3
    
    
    
    2.8Net income
    
    $
    6,104
    
    
    $
    5,625
    
    
    
    3.6
    %
    
    
    4.3
    %
 Revenue
  Cost of revenue
  General and Administrative Expenses
   9




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Depreciation and Amortization
  Amortization of Intangible Assets
  Operating income
  Interest Income/Expense
  Income Taxes
  Nine Months Ended September 30, 2010, Compared to Nine Months Ended September 30, 2009
  Nine months ended September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009(in thousands)
    
    
    (as a percentage of revenue)Revenue
    
    $
    410,319
    
    
    $
    343,733
    
    
    
    100.0
    %
    
    
    100.0
    %Operating costs and expenses:Cost of revenue
    
    
    361,456
    
    
    
    298,703
    
    
    
    88.1
    
    
    
    86.9General and administrative
expenses
    
    
    17,179
    
    
    
    15,926
    
    
    
    4.2
    
    
    
    4.6Depreciation and amortization
    
    
    1,933
    
    
    
    1,559
    
    
    
    0.5
    
    
    
    0.5Amortization of intangible assets
    
    
    1,792
    
    
    
    1,474
    
    
    
    0.4
    
    
    
    0.4Total operating costs and expenses
    
    
    382,360
    
    
    
    317,662
    
    
    
    93.2
    
    
    
    92.4Operating income
    
    
    27,959
    
    
    
    26,071
    
    
    
    6.8
    
    
    
    7.6Interest income
    
    
    40
    
    
    
    45
    
    
    
    
    
    
    
    Interest expense
    
    
    (466
    )
    
    
    (533
    )
    
    
    (0.1
    )
    
    
    (0.2
    )Income before taxes
    
    
    27,533
    
    
    
    25,583
    
    
    
    6.7
    
    
    
    7.4Provision for income taxes
    
    
    10,567
    
    
    
    10,163
    
    
    
    2.6
    
    
    
    2.9Net income
    
    $
    16,966
    
    
    $
    15,420
    
    
    
    4.1
    %
    
    
    4.5
    %
 Revenue
   10




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Cost of revenue
  General and Administrative Expenses
  Depreciation and Amortization
  Amortization of Intangible Assets
  Operating income
  Interest Income/Expense
  Income Taxes
   11




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Contract Backlog
  Liquidity and Capital Resources
    Credit Agreement:
    12




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Off-Balance Sheet Arrangements
  Critical Accounting Policies
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
   
 Item 4. Controls and Procedures
 Evaluation of the Effectiveness of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
   13




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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. [Removed and Reserved]
 
 Item 5. Other Information
  
 Item 6. Exhibits
 Number
    
    Description3.1
    
    
    Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference from Exhibit 3.1 to
registrants Registration Statement on Form S-1 (File No. 333-127006), as filed with the Commission on October 4, 2005, as
amended).3.2
    
    
    Bylaws of the Registrant (incorporated herein by reference from Exhibit 3.2 to registrants Registration Statement on Form
S-1 (File No. 333-127006), as filed with the Commission on July 29, 2005).4.1
    
    
    Specimen Class A Common Stock Certificate (incorporated herein by reference from Exhibit 4.1 to registrants Registration
Statement on Form S-1 (File No. 333-127006), as filed with the Commission on October 20, 2005, as amended).4.2
    *
    
    NCI, Inc. Amended and Restated 2005 Performance Incentive Plan (incorporated herein by reference from Appendix A to
registrants Proxy Statement on Form DEF 14A (File No. 333-127006), as filed with the Commission on April 30, 2009).4.3
    *
    
    Form of Amended and Restated 2005 Performance Incentive Plan Notice of Stock Option Grant and Stock Option Agreement
(incorporated herein by reference from Exhibit 4.2 to registrants Registration Statement on Form 8-K, as filed with the
Commission on June 12, 2009).4.4
    *
    
    NCI, Inc. Amended and Restated 2005 Performance Incentive Plan (incorporated herein by reference from Appendix A to
registrants Proxy Statement on Form DEF 14A, as filed with the Commission on April 30, 2009).4.5
    *
    
    Form of Amended and Restated 2005 Performance Incentive Plan Notice of Stock Option Grant and Stock Option Agreement
(incorporated herein by reference from Exhibit 4.2 to registrants Registration Statement on Form 8-K, as filed with the
Commission on June 12, 2009).10.1
    *
    
    401(k) Profit Sharing Plan (incorporated herein by reference from Exhibit 10.4 to registrants Registration Statement on
Form S-1 (File No. 333-127006), as filed with the Commission on July 29, 2005).10.2
    
    
    Loan and Security Agreement, dated March 14, 2006 by and among NCI, Inc., as the Parent Borrower, each of the Subsidiary
Borrowers identified on the signature pages thereto, the several banks and financial institutions from time to time
parties to the agreement, and SunTrust Bank as the Administrative Agent (incorporated by reference from Exhibit 10.1 to
registrants Current Report on Form 8-K dated March 14, 2006, and filed with the Commission on March 17, 2006).10.3
    
    
    First Amendment to Loan and Security Agreement, dated August 1, 2006 by and among, NCI, Inc., as the Parent Borrower, each
of the Subsidiary Borrowers identified on the signature pages thereto, the several banks and financial institutions from
time to time parties to the agreement, and SunTrust Bank as the Administrative Agent (incorporated herein by reference
from Exhibit 10.1 to registrants Quarterly Report on Form 10-Q for the period ended September 30, 2006 (File No.
000-51579), as filed with the Commission on November 7, 2006).10.4
    
    
    Second Amendment to Loan and Security Agreement, dated June 27, 2007 by and among, NCI, Inc., as the Parent Borrower, each
of the Subsidiary Borrowers identified on the signature pages thereto, the several banks and financial institutions from
time to time parties to the agreement, and SunTrust Bank as the Administrative Agent (incorporated herein by reference
from Exhibit 10.1 to registrants Current Report on Form 8-K (File No. 000-51579), as filed with the Commission on June
27, 2007).10.5
    
    
    Third Amendment to Loan and Security Agreement, dated March 20, 2008 by and among, NCI, Inc., as the Parent Borrower, each
of the Subsidiary Borrowers identified on the signature pages thereto, the several banks and financial institutions from
time to time parties to the agreement, and SunTrust Bank as the Administrative Agent (incorporated herein by reference
from Exhibit 10.1 to registrants Quarterly Report on Form 10-Q (File No. 000-51579), as filed with the Commission on
August 1, 2008).
  14




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##### Table of Contents



Number
    
    Description10.6
    
    
    Fourth Amendment to Loan and Security Agreement, dated November 1, 2010 by and among, NCI, Inc., as the Parent Borrower,
each of the Subsidiary Borrowers identified on the signature pages thereto, the several banks and financial institutions
from time to time parties to the agreement, and SunTrust Bank as the Administrative Agent (incorporated herein by
reference from Exhibit 10.1 to registrants Current Report on Form 8-K (File No. 000-51579), as filed with the Commission
on November 2, 2010).10.7
    *
    
    Executive Change in Control and Severance Agreement, dated March 16, 2010, by and among, NCI, Inc., and Terry W. Glasgow
(incorporated herein by reference from Exhibit 10.1 to registrants Current Report on Form 8-K (File No. 000-51579), as
filed with the Commission March 18, 2010).10.8
    *
    
    Executive Change in Control and Severance Agreement, dated March 16, 2010, by and among, NCI, Inc., and Judith L. Bjornaas
(incorporated herein by reference from Exhibit 10.2 to registrants Current Report on Form 8-K (File No. 000-51579), as
filed with the Commission March 18, 2010).10.9
    *
    
    Executive Change in Control and Severance Agreement, dated March 16, 2010, by and among, NCI, Inc., and Michele R.
Cappello (incorporated herein by reference from Exhibit 10.3 to registrants Current Report on Form 8-K (File No.
000-51579), as filed with the Commission March 18, 2010).31.1
    
    
    Certification of the Chief Executive Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.31.2
    
    
    Certification of the Chief Financial Officer pursuant to rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.32.1
    
    
    Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
    
    Included with this filing.*
    
    Management Contract or Compensatory Plan or Arrangement.  15




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SIGNATURES
  NCI, Inc.
RegistrantDate:  November 4, 2010
    By:
    /s/ Charles K. NarangCharles K. NarangChairman of the Board,
Chief Executive Officer and Director
(Principal Executive Officer) Date: November 4, 2010
    By:
    /s/ Judith L. BjornaasJudith L. BjornaasExecutive Vice President
Chief Financial Officer
(Principal Financial and Accounting Officer)  16