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Analex Corp – ‘8-K/A’ for 11/5/01

On: Friday, 1/4/02 · For: 11/5/01 · Accession #: 928385-2-18 · File #: 0-05404

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/04/02  Analex Corp                       8-K/A:7    11/05/01    1:72K                                    Donnelley R R & S… 09/FA

Amendment to Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                           37    155K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Financial Statements and Exhibits Financial Statements of Business Acquired Notes to Financial Statements Pro Forma Financial Information
1	1st Page - Filing Submission
2	Item 7. Financial Statements and Exhibits
3	Item 7(a). Financial Statements of Business Acquired
13	Notes to Financial Statements
28	Item 7 (b) Pro Forma Financial Information

8-K/A 1st Page of 37 TOC ↑Top Previous Next ↓Bottom Just 1st
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

 CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 5, 2001

Hadron, Inc.

(Exact name of registrant as specified in its charter)

                                                        [Enlarge/Download Table]
                                                                                                                     
                   New York                                   0-5404                          11-2120726             
-------------------------------------------------  -------------------------------  ---------------------------------
 (State or other jurisdiction of incorporation)       (Commission File Number)      (IRS Employer Identification No.)

5904 Richmond Highway, Suite 300, Alexandria, VA 22309
        ------------------------------------------------------------------------
         (Address of principal executive offices)                     (Zip Code)

(703) 329-9400
 -------------------------------------
(Registrant's telephone number, including area code)

 N/A
------------------------------------------------------------------------------- 
(Former name, former address and former fiscal year, if changed since last
 report)

8-K/A 2nd Page of 37 TOC 1st Previous Next ↓Bottom Just 2nd
 The undersigned Registrant hereby amends its Current Report on Form 8-K
dated November 5, 2001 by the addition of financial statements as set forth in  
Item 7 below.                                                                   

Item 7.  Financial Statements and Exhibits                                      

(a) Financial statements of business acquired:                

Analex Corporation                                    
Financial Statements for the Years                    
Ended December 31, 2000, 1999 and 1998                

        Reports of Independent Auditors Balance Sheets at December 31,
    2000 and 1999 Statements of Operations for the years ended
December 31,                                          
2000, 1999 and 1998                               
           Statements of Changes in Stockholders' Equity for the years ended
December 31, 2000, 1999 and 1998                  
   Statements of Cash Flows for the years ended December 31,
2000, 1999 and 1998                               
Notes to Financial Statements                         

Analex Corporation                                    
Financial Statements for the Nine Months              
Ended September 30, 2001 and 2000 (Unaudited)         

Balance Sheet at September 30, 2001                   
          Statements of Operations for the nine months ended September 30,
2001 and 2000                                     
          Statements of Cash Flows for the nine months ended September 30,
2001 and 2000                                     
Notes to Financial Statements                         

(b) Pro Forma financial information:                          

 Hadron, Inc. Pro Forma Financial Statements (Unaudited)

    Pro Forma Combined Balance Sheets as of September 30, 2001

Pro Forma Combined Statements of                      
     Operations for the Nine Months Ended September 30, 2001

Pro Forma Combined Statements of                      
      Operations for the Twelve Months Ended December 31, 2000

Notes to Unaudited Pro Forma Combined                 
Financial Statements                              

8-K/A 3rd Page of 37 TOC 1st Previous Next ↓Bottom Just 3rd
                                                                [Download Table]

            INDEX TO FINANCIAL STATEMENTS                                          
                                                                                   
Item 7(a)   Financial Statements of Business Acquired                              

            Analex Corporation                                                     
            Financial Statements for the Years                                     
            Ended December 31, 2000, 1999 and 1998                             Page
                                                                               ----
            Reports of Independent Auditors                                    1   
            Balance Sheets at December 31, 2000 and 1999                       3   
            Statements of Operations for the years ended December 31, 2000,        
            1999 and 1998                                                      5   
            Statements of Changes in Stockholders' Equity for the years ended      
            December 31, 2000, 1999 and 1998                                   6   
            Statements of Cash Flows for the years ended December 31, 2000,        
            1999 and 1998                                                      7   
            Notes to Financial Statements                                      8   

            Analex Corporation                                                     
            Financial Statements for the Nine Months                               
            Ended September 30, 2001 and 2000  (Unaudited)                         

            Balance Sheet at September 30, 2001                                17  
            Statements of Operations for the nine months ended September 30,       
            2001 and 2000                                                      19  
            Statements of Cash Flows for the nine months ended September 30,       
            2001 and 2000                                                      20  
            Notes to Financial Statements                                      21  

Item 7 (b)  Pro Forma Financial Information                                    22  

            Hadron, Inc. Pro Forma Financial Statements (Unaudited)                

            Pro Forma Combined Balance Sheets as of September 30, 2001         23  

            Pro Forma Combined Statements of  Operations for the                   
              Nine Months Ended September 30, 2001                             25  

            Pro Forma Combined Statements of Operations for the                    
              Twelve Months Ended December 31, 2000                            26  

            Notes to Unaudited Pro Forma Combined Financial Statements         27  

8-K/A 4th Page of 37 TOC 1st Previous Next ↓Bottom Just 4th
Item 7(a) Financial Statements of Business Acquired                             

Analex Corporation

Financial Statements

Years ended December 31, 2000, 1999 and 1998

with Reports of Independent Auditors

8-K/A 5th Page of 37 TOC 1st Previous Next ↓Bottom Just 5th
Analex Corporation

Financial Statements

Years ended December 31, 2000, 1999 and 1998

Contents

                                                        [Enlarge/Download Table]
                                                                                                              
Reports of Independent Auditors.......................................................................... 1   

Financial Statements                                                                                          

Balance Sheets........................................................................................... 3   
Statements of Operations................................................................................. 5   
Statements of Changes in Stockholders' Equity............................................................ 6   
Statements of Cash Flows................................................................................. 7   
Notes to Financial Statements............................................................................ 8-16

8-K/A 6th Page of 37 TOC 1st Previous Next ↓Bottom Just 6th
INDEPENDENT AUDITORS' REPORT

To the Board of Directors                                                       
Analex Corporation                                                              
Titusville, Florida                                                             

We have audited the balance sheet of Analex Corporation as of December 31, 2000,
and the related statements of operations, stockholders' deficit and cash flows  
for the year then ended. These financial statements are the responsibility of   
the Company's management. Our responsibility is to express an opinion on these  
financial statements based on our audit. The financial statements of Analex     
Corporation as of December 31, 1999 were audited by other auditors whose report 
dated March 27, 2000 expressed an unqualified opinion on those statements.      

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material           
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.          

In our opinion, the financial statements referred to above present fairly, in   
all material aspects, the financial position of Analex Corporation as of        
December 31, 2000, and the results of its operations and its cash flows for the 
year then ended in conformity with generally accepted accounting principles.    

February 6, 2001                                                                
Melbourne, Florida                        /s/ Berman Hopkins                    
                                   Wright LaHam, CPAs, LLP

 1

8-K/A 7th Page of 37 TOC 1st Previous Next ↓Bottom Just 7th
INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of                                   
Analex Corporation (a Nevada Corporation)                                       

We have audited the accompanying balance sheet of Analex Corporation (a Nevada  
Corporation) as of December 31, 1999, and the related statements of income,     
retained earnings (deficit) and cash flows for the years ended December 31, 1999
and 1998. These financial statements are the responsibility of the Company's    
management. Our responsibility is to express an opinion on these financial      
statements based on our audit.                                                  

We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable 
assurance about whether the financial statements are free of material           
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audit provides a reasonable basis for our opinion.          

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of Analex Corporation as of       
December 31, 1999, and the results of its operations and its cash flows for the 
years ended December 31, 1999 and 1998 in conformity with generally accepted    
accounting principles.                                                          

March 27, 2000                            /s/ Duvall & Associates, Inc.         
Dayton, Ohio                                                                    

 2

8-K/A 8th Page of 37 TOC 1st Previous Next ↓Bottom Just 8th
ANALEX CORPORATION
BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
--------------------------

                                            DECEMBER 31,      DECEMBER 31,
                                           2000               1999
                                           -------------    --------------
ASSETS                                                                          
------                                                                          

Current assets:                                                                 
Cash and cash equivalents                   $     601,665    $      543,218 
Accounts receivable                                                         
United States government contracts                                      
    Billed                                     1,654,615         1,312,057
    Unbilled                                     279,126           791,910
Commercial contracts                                                        
    Billed                                     1,482,317           753,580
    Unbilled                                           -           303,456
Accounts receivable - other                        37,552            51,218 
Refundable income taxes                             3,545             2,745 
Deferred income taxes                             396,000           369,553 
                                           -------------    --------------

 Total current assets                          4,454,820         4,127,737
                                           -------------    --------------

Property and equipment, net                          31,918            35,414   

Other assets:                                                                   
Deferred income taxes                           1,082,000         1,541,318 
Deposits                                           59,599           114,935 
Other                                               2,860             2,860 
                                           -------------    --------------

 Total other assets                            1,144,459         1,659,113
                                           -------------    --------------

Total assets                                  $   5,631,197    $    5,822,264   
                                           =============    ==============

 See Notes to Financial Statements

 -3-

8-K/A 9th Page of 37 TOC 1st Previous Next ↓Bottom Just 9th
ANALEX CORPORATION
BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
--------------------------

                                                        [Enlarge/Download Table]

                                                                                  DECEMBER 31,   DECEMBER 31,
LIABILITIES AND STOCKHOLDERS' DEFICIT                                                 2000          1999     
-------------------------------------                                            -------------  -------------
                                                                                                             
Current liabilities:                                                                                         
  Accounts payable                                                               $    968,100   $  1,168,217 
  Note payable to bank                                                                970,365      1,224,695 
  Notes payable to shareholders                                                       200,000              - 
  Current portion of long-term debt                                                   218,627        202,114 
  Current portion of capital lease obligations                                              -          6,248 
  Current portion of employee stock ownership plan settlement                         253,348        534,155 
  Accrued income taxes                                                                290,661      1,463,868 
  Accrual for disallowed contract costs                                               199,452              - 
  Accrued expenses                                                                  2,058,450      1,646,343 
                                                                                 -------------  -------------

    Total current liabilities                                                       5,159,003      6,245,640 
                                                                                 -------------  -------------

Long-term liabilities:                                                                                       
  Long-term debt, less current portion                                              1,256,652      1,556,661 
  Long-term employee stock ownership plan settlement, less current portion                  -        464,495 
  Accrual for disallowed contract costs, less current portion                         826,242        836,475 
                                                                                 -------------  -------------

    Total long-term liabilities                                                     2,082,894      2,857,631 
                                                                                 -------------  -------------

Total liabilities                                                                   7,241,897      9,103,271 
                                                                                 -------------  -------------

Commitments and contingencies                                                                                

Stockholders' deficit:                                                                                       
  Preferred stock - Class A                                                         1,428,525      1,428,525 
  Preferred stock - Class B                                                           984,662              - 
  Common stock $.0001 par value, 130,000 shares                                                              
    authorized, 108,258 and 100,000 shares issued and outstanding, respectively            11             10 
  Additional paid-in capital                                                           85,468            990 
  Accumulated deficit                                                              (3,360,674)    (3,789,163)
                                                                                 -------------  -------------
                                                                                     (862,008)    (2,359,638)
  Less:  treasury stock                                                              (748,692)      (921,369)
                                                                                 -------------  -------------
      Total stockholders' deficit                                                  (1,610,700)    (3,281,007)
                                                                                 -------------  -------------

Total liabilities and stockholders' deficit                                      $  5,631,197   $  5,822,264 
                                                                                 =============  =============

 See Notes to Financial Statements

 -4-

8-K/A 10th Page of 37 TOC 1st Previous Next ↓Bottom Just 10th
ANALEX CORPORATION
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
----------------------------------------------------

                                                        [Enlarge/Download Table]

                                                   2000                 1999                  1998      
                                            ------------------   -----------------   ------------------ 
                                                                                                        
Revenues                                                                                                

  United States government contracts        $       20,044,518   $      22,279,146   $       20,384,794 
  Commercial contracts                              11,257,494           6,014,156            5,360,455 
                                            ------------------   -----------------   ------------------ 
                                                    31,302,012          28,293,302           25,745,249 

Operating expenses:                                                                                     
  Direct operating expenses                         23,559,127          21,995,961           19,657,623 
  Other operating expenses                           6,255,588           5,268,907            4,880,330 
  Unclaimed operating expenses                         327,802             340,016              647,068 
                                            ------------------   -----------------   ------------------ 

Total operating expenses                            30,142,517          27,604,884           25,185,021 
                                            ------------------   -----------------   ------------------ 

Income from operations                               1,159,495             688,418              560,228 
                                            ------------------   -----------------   ------------------ 

Other income (expense):                                                                                 
  Interest expense                                    (212,033)           (436,405)            (657,570)
  Interest income                                        7,217                 118                  988 
  Bad debt expense                                           -                   -             (187,072)
  Provision for disallowed contract costs             (189,219)                  -                     -
  Non-compete fees                                    (142,800)           (117,800)            (114,300)
  Employee stock ownership plan settlement             211,147            (998,650)                    -
  Miscellaneous                                         21,162             (34,877)            (100,376)
                                            ------------------   -----------------   ------------------ 

Total other expense                                   (304,526)         (1,587,614)          (1,058,330)
                                            ------------------   -----------------   ------------------ 

Income (loss) before income taxes                      854,969            (899,196)            (498,102)

Income tax benefit (provision)                        (426,480)             87,222             (509,182)
                                            ------------------     ---------------   ------------------ 

Net income (loss)                           $          428,489     $      (811,974)  $       (1,007,284)
                                            ==================     ===============   ================== 

 See Notes to Financial Statements

 -5-

8-K/A 11th Page of 37 TOC 1st Previous Next ↓Bottom Just 11th
ANALEX CORPORATION
STATEMENTS OF STOCKHOLDERS' DEFICIT 
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
----------------------------------------------------

                                                        [Enlarge/Download Table]

                                       Preferred Stock - Class A    Preferred Stock - Class B       Common Stock       Additional   
                                          Shares         Amount         Shares         Amount    Shares     Amount       Capital    
                                    ------------------------------------------------------------------------------------------------
                                                                                                                                    
Balance - December 31, 1997               31,745       $ 1,428,525           -      $       -    100,000    $   10     $     990    
                                               -                 -           -              -          -         -             -    
  Purchase of preferred Class A                -                 -           -              -          -         -             -    
  shares by treasury from ESOP                 -                 -           -              -          -         -             -    
                                               -                 -           -              -          -         -             -    
  Net loss                                     -                 -           -              -          -         -             -    
                                    ------------------------------------------------------------------------------------------------

Balance - December 31, 1998               31,745         1,428,525           -              -    100,000        10           990    

  Purchase of preferred Class A                                                                                                     
  shares by treasury from ESOP                 -                 -           -              -          -         -             -    

  Dividends                                    -                 -           -              -          -         -             -    

  Net loss                                     -                 -           -              -          -         -             -    
                                    ------------------------------------------------------------------------------------------------

Balance - December 31, 1999               31,745         1,428,525           -              -    100,000        10           990    

  Transfer of preferred Class A                                                                                                     
  shares held by treasury to ESOP              -                 -           -              -          -         -             -    

  Sale of preferred Class B shares             -                 -           2        984,662          -         -             -    

  Sale of common shares                        -                 -           -              -      8,258         1        84,478    

  Reverse stock split                    (15,872)                -           -              -          -         -             -    

  Net income                                   -                 -           -              -          -         -             -    
                                    ------------------------------------------------------------------------------------------------

Balance - December 31, 2000               15,873       $ 1,428,525           2      $ 984,662    108,258    $   11     $  85,468    
                                    ================================================================================================


                                           Accumulated          Treasury                                                            
                                             Deficit              stock                                                             
                                      ---------------------------------------                                                       
                                                                                                                                    
Balance - December 31, 1997              $ (1,893,409)         $ (819,565)                                                          
                                                    -                   -                                                           
  Purchase of preferred Class A                     -                   -                                                           
  shares by treasury from ESOP                      -             (59,402)                                                          
                                                    -                   -                                                           
  Net loss                                 (1,007,284)                  -                                                           
                                      ---------------------------------------                                                       

Balance - December 31, 1998                (2,900,693)           (878,967)                                                          

  Purchase of preferred Class A                                                                                                     
  shares by treasury from ESOP                      -             (42,402)                                                          

  Dividends                                   (76,496)                  -                                                           

  Net loss                                   (811,974)                  -                                                           
                                      ---------------------------------------                                                       

Balance - December 31, 1999                (3,789,163)           (921,369)                                                          

  Transfer of preferred Class A                                                                                                     
  shares held by treasury to ESOP                   -             172,677                                                           

  Sale of preferred Class B shares                  -                   -                                                           

  Sale of common shares                             -                   -                                                           

  Reverse stock split                               -                   -                                                           

  Net income                                  428,489                   -                                                           
                                      ----------------------------------------                                                      

Balance - December 31, 2000               ($3,360,674)          ($748,692)                                                          
                                      ========================================                                                      

 See Notes to Financial Statements

 -6-

8-K/A 12th Page of 37 TOC 1st Previous Next ↓Bottom Just 12th
ANALEX CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
----------------------------------------------------

                                                        [Enlarge/Download Table]

                                                               2000                    1999                   1998         
                                                        -------------------     -------------------    ------------------- 
                                                                                                                           
Cash flows from operating activities:                                                                                      

  Net income (loss)                                    $            428,489   $            (811,974)  $         (1,007,284)
                                                        -------------------    --------------------    ------------------- 

Adjustments to reconcile net income (loss) to net                                                                          
    cash provided (used) by operating activities:                                                                          
    Depreciation                                                     22,162                  41,405                 72,458 
    Adjustment of government settlement                                   -                       -                100,000 
    Loss on the disposal of property and equipment                        -                  18,257                    839 
    Changes in operating assets and liabilities:                                                                           
      Accounts receivable                                          (241,389)               (435,103)               626,061 
      Refundable income taxes                                          (800)                 64,034                      - 
      Deposits                                                       55,336                 (71,999)               (10,672)
      Deferred income taxes                                         432,871                (182,845)               (45,565)
      Employee stock ownership plan settlement                     (745,302)                998,650                      - 
      Accounts payable                                             (200,119)               (190,078)               398,326 
      Accrued expenses                                              584,783                 270,890                199,789 
      Accrued income taxes                                       (1,173,207)                344,480                566,276 
      Accrual for disallowed contract costs                         189,219                       -                      - 
                                                        -------------------    --------------------    ------------------- 

      Total adjustments                                          (1,076,446)                857,691              1,907,512 
                                                        -------------------    --------------------    ------------------- 

Net cash provided (used) by operating activities                   (647,957)                 45,717                900,228 
                                                        -------------------    --------------------    ------------------- 

Cash flows from investing activities:                                                                                      

    Purchase of property and equipment                              (18,663)                      -                 (5,091)
    Proceeds from disposal of property and equipment                      -                 146,023                    100 
                                                        -------------------    --------------------    ------------------- 

Net cash used by investing activities                               (18,663)                146,023                 (4,991)
                                                        -------------------    --------------------    ------------------- 

Cash flows from financing activities:                                                                                      

    Proceeds (paydown) on note payable to bank                     (254,330)                641,698               (404,000)
    Proceeds from notes payable to stockholders                     200,000                       -                      - 
    Payments on long-term debt                                     (283,496)               (311,149)              (295,960)
    Payments on capital lease obligations                            (6,248)                (23,956)               (20,775)
    Proceeds from the sale of preferred Class B stock               984,662                       -                      - 
    Proceeds from the sale of common stock                           84,479                       -                      - 
    Acquisition of treasury stock                                         -                 (42,402)               (59,402)
    Dividends paid                                                        -                 (76,496)                     - 
                                                        -------------------    --------------------    ------------------- 

Net cash provided by financing activities                           725,067                 187,695               (780,137)
                                                        -------------------    --------------------    ------------------- 

Net increase (decrease) in cash and cash equivalents                 58,447                 379,435                115,100 

Cash and cash equivalents at beginning of year                      543,218                 163,783                 48,683 
                                                        -------------------    --------------------    ------------------- 

Cash and cash equivalents at end of year               $            601,665   $             543,218   $            163,783 
                                                        ===================    ====================    =================== 

Cash paid for interest                                 $            866,870   $             185,416   $            207,343 
                                                        ===================    ====================    =================== 

Cash paid for income taxes                             $            501,045   $                   -   $                  - 
                                                        ===================    ====================    =================== 

 See Notes to Financial Statements

 -7-

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Analex Corporation

 NOTES TO FINANCIAL STATEMENTS

December 31, 2000, 1999 and 1998

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

1.   Nature of the business                                                     
----------------------                                                

Analex Corporation (the "Company") was incorporated under the laws of the State 
of Nevada in January 1990. The Company operates as an engineering service       
provider for the design, development, analysis and testing of products and      
systems for its government and commercial customers in the aerospace, medical,  
telecommunications and information technology industries located throughout the 
United States.                                                                  

2.   Estimates                                                                  
---------                                                             

The preparation of financial statements in conformity with generally accepted   
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts of assets and liabilities at the date of the    
financial statements and the reported amounts of revenues and expenses during   
the reporting period. Actual results may differ from those estimates.           

3.   Cash and cash equivalents                                                  
-------------------------                                             

The Company considers all highly liquid investments with an original maturity of
three months or less to be cash equivalents.                                    

4.   Accounts receivable                                                        
-------------------                                                   

As of December 31, 2000 and 1999, management considered its accounts receivable 
to be fully collectible. Accordingly, no allowance for doubtful accounts is     
reflected on the accompanying balance sheets.                                   

The caption "unbilled receivables" represents estimated fees and costs incurred 
on contracts for which billings have not yet been presented to the customer.    
When billed, these amounts are included in "billed receivables."                

5.   Property and equipment                                                     
----------------------                                                

Property and equipment is recorded at cost. Depreciation is provided using an   
accelerated method over the estimated useful lives of the assets, generally five
to seven years. Expenditures for repairs and maintenance are charged to         
operations as incurred.                                                         

6.   Revenue recognition                                                        
-------------------                                                   

The Company primarily enters into cost plus fixed fee contracts that vary in    
length from six months to five years. Revenues under these contracts are        
recognized using the proportional performance method, which approximates the    
percentage of completion method.                                                

Pursuant to the guidance offered in Accounting Research Bulletin No. 43 ("ARB   
43"), revenues are recognized in relation to costs incurred, which are          
proportionate to the estimated total cost of the contract. Furthermore, pursuant
to ARB 43, the Company's revenues include the fixed fee and reimbursable cost   
components.                                                                     

Costs directly related to the services performed are classified as direct       
operating expenses on the accompanying statements of operations. Costs that are 
not directly related to the services performed, yet                             

8 

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are includable in the pool of reimbursable costs, are classified as other       
operating expenses. Operating costs that are not allowable for reimbursement    
under the terms of the applicable contract are classified as unclaimed operating
expenses. All costs are charged to operations as incurred.                      

NOTE B - PROPERTY AND EQUIPMENT                                                 

Property and equipment consists of the following at December 31:                

                                        2000                1999
                                        ----------------    ----------------

Computer equipment and software              $     333,233      $      385,799  
Facilities and leasehold                                                        
Improvements                                     158,683             158,683
Office furniture and equipment                     100,849              57,293  
                                           -------------      --------------
Total fixed assets                                 592,765             601,775  
Less accumulated depreciation                                                   
 And amortization                                (560,847)           (566,361)
                                           -------------      --------------

                                           $      31,918      $       35,414
                                           =============      ==============

For the years ended December 31, 2000, 1999, and 1998, the Company recognized   
depreciation expense in the amount of $22,162, $41,405, and $72,458,            
respectively.                                                                   

NOTE C  - NOTE PAYABLE TO BANK                                                  

The Company is a party to a revolving line of credit agreement with a bank. The 
agreement allows for the borrowing of up to the lesser of $1.5 million or 80% of
qualified accounts receivable. The note is payable on demand, bears interest at 
the bank's prime rate (8.5% at December 31, 2000) plus 2.0%, and is secured by  
substantially all the assets of the Company. As of December 31, 2000 and 1999,  
the outstanding balances on the note payable to bank was $970,365 and           
$1,224,695, respectively. During the years ended December 31, 2000, 1999 and    
1998, interest incurred on the note payable to bank was $82,554, $52,072 and    
$39,489, respectively.                                                          

NOTE D - NOTES PAYABLE TO SHAREHOLDERS                                          

In March 2000, the Company entered into a $90,000 note payable agreement with   
its Chief Executive Officer and a $110,000 note payable agreement with the      
Secretary of its Board of Directors. Both of the notes provide for interest to  
accrue at 9.0%, are due on demand and are uncollateralized.                     

NOTE E - LONG-TERM DEBT                                                         

Long-term debt consists of an extended payout settlement on disallowed contract 
costs (see Note N-2). The agreement provides for quarterly payments of $80,000  
consisting of principal and interest at 7.0% through February 2006, with a final
payment due in May 2006 and is collateralized by substantially all the assets of
the Company. As of December 31, 2000, the outstanding principal balance was     
$1,475,279, with $218,627 scheduled to mature during 2001.                      

The Company is also contingently obligated to make an additional annual payment 
based on 1% of "non-pass through" revenues in excess of $22.5 million, as       
defined. During the years ended December 31, 2000 and 1999 and 1998, the Company
was not subject to this contingent payment. In addition, the Company is         
obligated to make a supplemental principal payment in the amount of 70% of any  
proceeds received on the                                                        

9 

8-K/A 15th Page of 37 TOC 1st Previous Next ↓Bottom Just 15th
disposal of property and equipment. During the year ended December 31, 2000, a  
supplemental payment in the amount of $80,338 was made as a result of a disposal
during 1999.                                                                    

The scheduled maturities of the long-term debt agreement for each of the years  
ending December 31 are as follows:                                              

  2001                                   $       218,627
  2002                                           234,064
  2003                                           250,592
  2004                                           268,287
  2005                                           287,232
  Thereafter                                     216,477
                                         ---------------
                                         $     1,475,279
                                         ===============

NOTE F - EMPLOYEE STOCK OWNERSHIP PLAN SETTLEMENT                               

In March 2000, the Company negotiated a settlement with the Internal Revenue    
Service (the "IRS") regarding the Analex Employee Stock Ownership Plan (the     
"ESOP") (see Note L). The IRS had issued two Revenue Agent's Reports that       
proposed to disqualify the ESOP retroactively to its commencement and proposed  
to assert excise taxes against the Company for allegedly engaging in prohibited 
transactions in connection with the sale of the Company's preferred stock to the
ESOP.                                                                           

In order to resolve the matter with the IRS, the Company agreed to the following
terms: (1) to make a settlement payment of $231,000 to the United States        
Government, (2) to transfer 12,896 shares of Class A preferred stock back to the
ESOP, (3) to refund the ESOP $109,715 of interest previously paid to the        
Company, (4) to pay $134,955 of Federal excise tax, for each of the periods     
ending December 31, 1992 and 1993 and (5) interest on the excise taxes in the   
amount of $194,585.                                                             

As a result of the settlement, the IRS rescinded the proposed adverse           
determination letter related to the ESOP.                                       

During the year ended December 31, 2000, the Company (1) paid the $231,000      
settlement to the IRS, (2) refunded the $109,715 interest to the ESOP, and (3)  
consummated the transfer of the 12,896 shares of its preferred Class A stock    
from the treasury back to the ESOP. In addition, the Company successfully       
renegotiated with the IRS to reduce the remaining settlement obligation from    
$464,495 to $253,348.                                                           

As a result of the renegotiation, the accompanying statement of operations for  
the year ended December 31, 2000 reflects a component of other income in the    
amount of $211,147 to reflect the reduction of the obligation, and the          
accompanying December 31, 2000 balance sheet reflects a current liability in the
amount of $253,348, as the remaining balance is expected to be paid in 2001.    

NOTE G - ACCRUED EXPENSES                                                       

Accrued expenses consist of the following at December 31:                     

                                                        [Enlarge/Download Table]

                                      ------------------------  -----------------------
                                               2000                      1999          
                                      ------------------------  -----------------------
                                                                                       
Accrued payroll and related expenses          $      1,193,940         $        928,126
Accrued vacation                                       673,544                  568,225
Accrued profit sharing                                 152,116                  130,383
Accrued interest                                        30,599                   10,602
Accrued other                                            8,251                    9,007
                                              ----------------         ----------------

                                              $      2,058,450         $      1,646,343
                                              ================         ================

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NOTE H - ACCRUED INCOME TAXES                                                   

In May 2000, the Company entered into a settlement agreement with the IRS to    
increase its federal income tax liability for the tax years 1991 through 1993.  
In addition to the income taxes, the Company also agreed to pay accuracy-related
penalties and interest. Due to these adjustments, additional state and local    
income taxes and interest for the same years examined were accrued.             

During the year ended December 31, 2000, the Company paid the additional federal
income taxes, interest and penalties for the 1991 through 1993 assessment. There
were no current income tax accruals as of December 31, 2000 or 1999. The accrued
income tax balance reflected on the accompanying balance sheets is comprised of 
the following:                                                                  

                                                                [Download Table]
                                                                            
Balance at December 31, 1998                                $          -    
   Federal income taxes for 1991 through 1993                       506,636 
   Interest on additional federal income taxes                      565,119 
   Penalties on federal income taxes                                101,302 
   Additional state and local income taxes                          133,465 
   Interest on additional state and local income taxes               80,879 
   Accrual for foregone AMT tax credits                              76,467 
                                                            --------------- 
Balance at December 31, 1999                                      1,463,868 
   Payment of 1991 through 1993 federal taxes                      (506,636)
   Payment of 1991 through 1993 interest on federal taxes          (565,119)
   Payment of 1991 through 1993 penalties on federal taxes         (101,452)
                                                                   -------- 
Balance at December 31, 2000                                $       290,661 
                                                            =============== 

The remaining balance of the income tax accrual is expected to be paid during   
the year ended December 31, 2001.                                               

NOTE I - ACCRUAL FOR DISALLOWED CONTRACT COSTS                                  

As a government contractor, the Company is subject to audits by the federal     
government with respect to costs claimed under its cost plus fixed fee          
contracts.                                                                      

During the year ended December 31, 1997, the Defense Contract Audit Agency (the 
"DCAA") issued preliminary audit reports challenging the Company's costs claimed
on government contracts during the years 1990 through 1995. As a result of the  
issuance of these reports, the Company recorded an accrual for disallowed       
contract costs at December 31, 1997 in the amount of $736,475.                  

During 1998, the Company recorded an accrual for disallowed contract costs for  
costs claimed in the calendar years 1996 and 1997 in the amount of $50,000 for  
each year in anticipation of receiving a preliminary audit adjustment for these 
years. As a result, the December 31, 1999 balance reflects an accrual for       
disallowed contract costs in the amount of $836,475.                            

During the year ended December 31, 2000, the DCAA and the Company reached a     
settlement for disallowed costs claimed during the years 1990 through 1995. As a
result of this settlement, the Company agreed to reimburse costs claimed in     
those years in the amount of $831,588. Of this amount, $199,452 of costs is     
expected to be remitted in 2001.                                                

Also during 2000, the Company received preliminary audit reports from the DCAA  
for costs claimed during the calendar years 1996 and 1997. These audit reports  
challenge costs of approximately $1.4 million claimed during those years. It is 
management's belief that substantially all the costs claimed by the Company are 
allowable and the original accrual for $50,000 for each years is still          
appropriate. The Company intends to defend itself rigorously during the         
negotiation process expected to take place in 2001.                             

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  In addition, during 2000, the Company recorded an accrual for disallowed
  contract costs for costs claimed in the calendar years 1998 and 1999, in
the amount of $47,053 for each year, in anticipation of receiving a   
preliminary audit adjustment for these years.                         

  As a result of the afore-mentioned events, the December 31, 2000 balance
  sheet reflects an accrual for disallowed contract costs in the amount of
     $1,025,694, of which $199,452 is considered currently due. The accompanying
 statement of operations for the year ended December 31, 2000 contains a
    provision for disallowed contract costs in the amount of $189,219, the net
  result of the settlement of the 1990 through 1995 audits and the accrual
for the 1998 and 1999 estimates.                                      

    The ultimate amount of disallowed costs for the years 1996 through 1999 is
unknown at this time. However, it is management's belief that the     
accompanying balance sheet reflects the appropriate settlement accrual
balance.                                                              

NOTE J - INCOME TAXES                                                 

   The Company accounts for deferred income taxes using the liability method
pursuant to Statement of Financial Accounting Standards No. 109,      
   "Accounting for Income Taxes." Under this method, deferred tax assets and
liabilities are determined based on differences between the financial 
  reporting and income tax bases of assets and liabilities. Measurement of
    deferred income tax is based on enacted tax rates and laws that will be in
   effect when the differences are expected to reverse, with the measurement
   of deferred income tax assets being reduced by available tax benefits not
expected to be realized.                                              

The components of the Company's income tax provision (benefit) for the
years ended December 31 are as follows:                               

                                                        [Enlarge/Download Table]

                                    ------------------------   -----------------------   ----------------------- 
                                             2000                       1999                      1998           
                                    ------------------------   -----------------------   ----------------------- 
                                                                                                                 
Current:                                                                                                         
  Federal                                           $ (6,391)                 $ 12,146                $  (54,918)
  State                                                    -                       700                      (635)
  Local                                                    -                         -                       (24)
                                                    --------                  --------                ---------- 
                                                      (6,391)                   12,846                   (55,577)
                                                    --------                  --------                ---------- 
Deferred:                                                                                                        
  Federal                                            367,940                  (147,704)                  (39,562)
  State                                               43,287                   (30,477)                  (22,540)
  Local                                               21,644                    (4,664)                   16,537 
                                                    --------                  --------                ---------- 
                                                     432,871                  (182,845)                  (45,565)
                                                    --------                  --------                ---------- 
Accrual for IRS audit adjustments:                                                                               
  Federal                                                  -                    66,557                   493,079 
  State                                                    -                    13,701                    96,707 
  Local                                                    -                     2,519                    20,538 
                                                    --------                  --------                ---------- 
                                                           -                    82,777                   610,324 
                                                    --------                  --------                ---------- 
                                                    $426,480                  $(87,222)               $  509,182 
                                                    ========                  ========                ========== 

   The components of the Company's deferred tax assets as of December 31 are
as follows:                                                           

                                                                [Download Table]

                                   ------------------------  -----------------------
                                            2000                      1999          
                                   ------------------------  -----------------------
                                                                                    
Current deferred tax asset:                                                         
  Accrued vacation                               $  269,000               $  240,413
  Accrual for disallowed contract                                                   
   costs                                             80,000                        -

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                                                                [Download Table]
                                                               
  Accrued interest to shareholders            5,000           -
  Accrued interest on excise taxes           42,000      82,580
  Accrued interest due to the ESOP                -      46,560
                                         ----------  ----------
                                            396,000     369,553
Non-current deferred tax asset:                                
  Accrual for government settlement         594,000     746,367
  Accrual for disallowed contract costs     330,000     354,973
  Net operating loss carryforward            93,000     129,372
  Accrued interest on IRS audit              42,000     284,009
  Accumulated depreciation                   23,000      26,597
                                         ----------  ----------
                                          1,082,000   1,541,318
                                         ----------  ----------
                                         $1,478,000  $1,910,871
                                         ==========  ==========

As of December 31, 2000, the Company's entire net operating loss      
carryforward is scheduled to expire in 2018.                          

 The Company's effective income tax rate for the year ended December 31,
2000 is more than would be expected if the federal, state and local   
     statutory rates were applied to income, primarily because of a reduction in
     tax rates to calculate the deferred tax components. The Company's effective
income tax rate for the year ended December 31, 1999 is less than what
would be expected if the federal, state and local statutory rates were
applied to income primarily because of the effect of non-deductible   
  payments accrued on the IRS audit (see Note H) and the ESOP (see Note F)
settlement. The Company's effective income tax rate for the year ended
    December 31, 1998 is more than would be expected if the federal, state and
     local statutory rates were applied to income, primarily because of expenses
deductible for book purposes but not for income tax purposes.         

NOTE K - PROFIT SHARING PLAN                                          

   The Company sponsors the Analex Corporation Retirement Plan (the "Plan"),
  pursuant to Internal Revenue Code 401(k), which covers substantially all
    employees. Contributions to the Plan are based on a percentage of employee
   compensation and are accrued and funded on a current basis. Contributions
to the Plan were $427,742, $367,257 and $327,674 for the years ended  
December 31, 2000, 1999 and 1998, respectively.                       

NOTE L - EMPLOYEE STOCK OWNERSHIP PLAN                                

 On January 1, 1991, the Company adopted the Analex Corporation Employee
   Stock Ownership Plan (the "ESOP"), which was designed as a leveraged ESOP
plan to comply with Internal Revenue Code section 4975(e)(7). The ESOP
   allowed for the participation of substantially all employees and funded a
     purchase of the Company's Class A preferred stock through the issuance of a
     note payable. As the ESOP made each note payment, an appropriate percentage
   of stock was allocated to the eligible employees' accounts based upon the
   ratio that each participant's compensation bore to the total compensation
of all eligible participants. All shares fully vest upon allocation.  

During 1994, the note was paid in full and the Company ceased making  
  further contributions to the ESOP. As of December 31, 2000, the ESOP was
   holding 14,415 shares of the Company's preferred Class A stock (after the
reverse stock split), all of which have been released.                

NOTE M - STOCKHOLDERS' DEFICIT                                        

1. Class A preferred stock                                            
-----------------------                                         

   On January 1, 1991, the Company designated and issued 59,980 shares of no
     par value Series A non-voting, cumulative, convertible preferred stock. The
Class A shares are entitled to a cumulative,                          

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8-K/A 19th Page of 37 TOC 1st Previous Next ↓Bottom Just 19th
     preferential dividend at a rate of $4.05 per share and are convertible at a
rate of four shares of Company common stock for every three shares of 
    preferred stock. In addition, the Company may redeem the Class A preferred
   shares at any time at $45 per share. Upon liquidation, the holders of the
    Class A shares are entitled to receive $45 per share. In January 1991, the
  Company sold 59,980 shares of its Class A preferred stock to the ESOP at
     $45 per share. The Class A shares have preferential rights to dividends and
liquidation proceeds over any of the Company's other equity classes.  

     In December 1993, the ESOP returned 28,235 Class A shares to the Company in
     exchange for the cancellation of the remaining balance on the note payable,
effectively reducing the outstanding value of preferred stock by      
$1,270,575, or $45 per share. The Company then canceled the returned  
shares.                                                               

During the period from January 1994 through December 1999, the Company
     repurchased 15,812 Class A shares from the ESOP for a total of $350,614, or
    the fair market value of the shares at each transaction date. These shares
were transferred to the Company's treasury.                           

   In June 2000, the Company returned 12,896 shares of the Class A preferred
stock from the treasury to the ESOP pursuant to the IRS settlement    
     agreement (see Note F). The fair market value of these shares was $172,677,
or $13.39 per share.                                                  

     In December 2000, the Company's stockholders effected a reverse stock split
 on the Series A preferred stock. As a result, the number of outstanding
shares was reduced to 15,873. The post-stock split Class A shares are 
     entitled to cumulative, preferential dividends at a rate of $8.10 per share
   and are convertible at a rate of three shares of Company common stock for
  every two shares of preferred stock. In addition, the Company may redeem
the Class A preferred shares at any time at $90 per share. Upon       
    liquidation, the holders of the Class A shares are entitled to receive $90
    per share. In addition, by written consent of the stockholders, the number
of authorized Class A shares was decreased to 49,800.                 

As of December 31, 2000, the amount of dividends in arrears on the    
cumulative Class A preferred stock was $181,286.                      

2. Class B preferred stock                                            
-----------------------                                         

 In May 2000, the Company designated 200 shares of no par value Series B
     non-voting, non-cumulative preferred stock. The Class B shares are entitled
    to a non-cumulative annual dividend at a rate of $49,233 per share, at the
   discretion of the Company's Board of Directors, and liquidation rights of
$492,331 per share. The Class B dividend and liquidation rights are   
     subordinate to the Class A shares and senior to the rights of the Company's
common stock.                                                         

   In June 2000, the Company sold 1.046 shares and .954 share of its Class B
  preferred stock to the Company's Secretary of the Board of Directors and
     Chief Executive Officer, respectively. Proceeds received on the sale of the
shares were $984,662.                                                 

3. Common Stock                                                       
------------                                                    

     In May 2000, the Company sold 1,000 and 7,258 shares of its common stock to
the Company's Secretary of the Board of Directors and Chief Executive 
 Officer, respectively. Proceeds received on the sale of the shares were
$84,479.                                                              

4. Treasury stock                                                     
--------------                                                  

 Treasury stock is shown at cost and consists of 23,809 shares of common
   stock, with a value of $570,728 and 1,458 shares of the Class A preferred
stock (after accounting for the reverse stock split), with a value of 
$177,964.                                                             

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NOTE N - COMMITMENTS AND CONTINGENCIES                                

1. Operating leases                                                   
----------------                                                

   The Company leases office space and equipment under operating leases that
expire at various dates through January 2005. The future minimum lease
 payments under the non-cancelable leases for the following years ending
December 31 are as follows:                                           

          2001                                            $392,736
          2002                                             339,585
          2003                                             161,893
          2004                                               4,761
          2005                                                  52
                                                          --------
                                                          $899,027
                                                          ========

   Rent expense incurred under these leases for the years ended December 31,
    2000, 1999 and 1998 was approximately $400,000, $1,700,000 and $1,700,000,
respectively.                                                         

2. Government settlement                                              
---------------------                                           

    In June 1994, the Company entered into a settlement agreement (see Note E)
     with the United States Government for costs that were billed by the Company
 during the fiscal years 1982 through 1990, which the Government claimed
were unallowable under Federal Acquisition Regulations in a cost      
reimbursable contract.                                                

  The agreement provided for the reimbursement of not less that $6 million
    and not more than $15.5 million, less $896,000 previously deposited by the
   Company. The total reimbursement will remain at $6 million as long as the
   Company is not in default of the payment terms as described below. In the
     event there is a default under the payment terms and it remains uncured for
30 days after the due date for such payment, the entire maximum unpaid
     balance due, $15.5 million less any payments paid under the agreement, will
become due and payable.                                               

   During 1999, the Company renegotiated the payment terms of the government
settlement. On August 31, 1999, the Company began making twenty-eight 
quarterly payments of $80,000 principal and interest, plus certain    
   contingent principal payments as defined in the agreement. As of the date
of these financial statements, the Company is in compliance with the  
payment plan.                                                         

3. Non-compete agreements                                             
----------------------                                          

     The Company is a party to six non-compete agreements that expire at various
   dates through December 2007. Pursuant to these agreements, the Company is
   obligated to make monthly payments to the parties in amounts ranging from
  $600 to $4,750. During the years ended December 31, 2000, 1999 and 1998,
   the Company paid $142,800, $117,800 and $114,300, respectively, under the
non-compete agreements. The future non-compete payments under the     
agreements for the following years ending December 31 are payable as  
follows:                                                              

        2001                                             $   137,400
        2002                                                 129,000
        2003                                                 129,000
        2004                                                 129,000
        2005                                                 100,500
        Thereafter                                           274,000
                                                         -----------
                                                         $   898,900
                                                         ===========

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NOTE O - CONCENTRATIONS                                               

1. Customers                                                          
---------                                                       

    A substantial portion of the Company's services are provided in connection
with United States government contracts. If these contracts were      
    terminated, the Company would be reimbursed for costs incurred through the
termination date and for certain costs arising from the termination.  
  Government contracts represented approximately 64%, 79% and 79% of total
     revenue for the years ended December 31, 2000, 1999 and 1998, respectively.

2. Cash deposits                                                      
-------------                                                   

The Company maintains cash balances at various banks. Accounts at each
     institution are insured by the Federal Deposit Insurance Corporation for up
to $100,000. The amount in excess of the insured limit was $723,000 at
December 31, 2000.                                                    

NOTE P - SUBSEQUENT EVENTS                                            

  In January 2001, the Company sold 17,196 shares of its common stock to a
new officer of the Company. Proceeds received on the sale of the stock
     amounted to $175,761. In addition, in January 2001, the Company repurchased
1,000 shares of its common stock formally held by an officer of the   
  Company. The cost of the shares, which were transferred to the Company's
treasury, amounted to $10,230.                                        

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Analex Corporation

              Financial Statements (Unaudited)

 Nine months ended September 30, 2001 and 2000

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ANALEX CORPORATION
 BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, 2001
------------------

                                                                [Download Table]

                                                                SEPTEMBER 30, 
ASSETS                                                              2001      
------                                                         ---------------
                                                                              
Current assets:                                                               
  Cash and cash equivalents                                    $       72,843 
  Accounts and notes receivable, net                                5,327,739 
  Refundable income taxes                                               2,285 
  Deferred income taxes                                               396,000 
                                                               ---------------

    Total current assets                                            5,798,867 
                                                               ---------------

Property and equipment, net                                            36,446 
Deferred income taxes                                               1,082,000 
Deposits and other                                                     54,617 
                                                               ---------------

    Total other assets                                              1,173,063 
                                                               ---------------

Total assets                                                   $    6,971,930 
                                                               ===============

 See Notes to Financial Statements
 (Unaudited)

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ANALEX CORPORATION
 BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, 2001
------------------

                                                        [Enlarge/Download Table]

                                                                                  SEPTEMBER 30,
LIABILITIES AND STOCKHOLDERS' DEFICIT                                                 2001     
-------------------------------------                                            --------------
                                                                                               
Current liabilities:                                                                           
  Accounts payable                                                               $     572,010 
  Note payable to bank                                                                 660,715 
  Notes payable to shareholders                                                        728,000 
  Current portion of long-term debt                                                    216,695 
  Current portion of capital lease obligations                                           2,579 
  Deferred income                                                                      200,000 
  Accrued income taxes                                                                 246,362 
  Accrual for disallowed contract costs                                                199,452 
  Accrued expenses                                                                   3,360,940 
                                                                                 --------------

    Total current liabilities                                                        6,186,753 
                                                                                 --------------

Long-term liabilities:                                                                         
  Long-term debt, less current portion                                               1,091,070 
  Long-term capital lease obligations, less current portion                             14,607 
  Accrual for disallowed contract costs, less current portion                          826,242 
                                                                                 --------------

    Total long-term liabilities                                                      1,931,919 
                                                                                 --------------

Total liabilities                                                                    8,118,672 
                                                                                 --------------

Stockholders' deficit:                                                                         
  Preferred stock - Class A                                                          1,428,525 
  Preferred stock - Class B                                                            984,662 
  Common stock $.0001 par value, 130,000 shares                                                
    authorized, 127,200 and 108,258 shares issued and outstanding, respectively             13 
  Additional paid-in capital                                                           261,217 
  Accumulated deficit                                                               (3,062,237)
                                                                                 --------------
                                                                                      (387,820)
  Less: treasury stock                                                                (758,922)
                                                                                 --------------
      Total stockholders' deficit                                                   (1,146,742)
                                                                                 --------------

Total liabilities and stockholders' deficit                                      $   6,971,930 
                                                                                 ==============

 See Notes to Financial Statements
 (Unaudited)

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ANALEX CORPORATION
STATEMENTS OF OPERATIONS (UNAUDITED)
 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
 -----------------------------------------------------

                                  2001                2000
                                 ----------------     --------------

Revenues                               $  24,010,668        $   23,888,699      

Operating expenses:                                                             
Direct operating expenses               17,038,734            17,557,684    
Other operating expenses                 5,884,400             5,327,218    
Unclaimed operating expenses               232,278               279,139    
                                 -------------        --------------

Total operating expenses                  23,155,412            23,164,041      
                                 -------------        --------------

Income from operations                       855,256               724,658      
                                 -------------        --------------

Other expense:                                                                  
Interest expense, net                     (277,496)             (135,139)   
Non-compete fees                          (107,809)             (111,601)   
                                 -------------        --------------

Total other expense                         (385,305)             (246,740)     
                                 -------------        --------------

Income before income taxes                   469,951               477,918      

Income tax benefit (provision)              (171,514)                6,559      
                                 -------------        --------------

Net income                             $     298,437        $      484,477      
                                 =============        ==============

 See Notes to Financial Statements
 (Unaudited)

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ANALEX CORPORATION
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000 
----------------------------------------------------- 

                                                        [Enlarge/Download Table]

                                                             2001             2000     
                                                       ---------------  -------------- 

                                                                                       
Cash flows from operating activities:                                                  
  Net income                                           $      298,437   $      484,477 
                                                       --------------   -------------- 

Adjustments to reconcile net income to net                                             
    cash provided (used) by operating activities:                                      
    Depreciation                                               18,042           16,776 
    Changes in operating assets and liabilities:                                       
      Accounts and notes receivable                        (1,874,129)        (971,728)
      Prepaid income taxes                                      1,260            2,745 
      Deposits                                                  7,842           33,075 
      Employee stock ownership plan settlement               (253,348)        (998,650)
      Accounts payable                                       (396,090)         359,423 
      Deferred income                                         200,000                - 
      Accrued expenses                                      1,302,490        2,084,954 
      Accrued income taxes                                    (44,299)      (1,073,004)
                                                       --------------   -------------- 

      Total adjustments                                    (1,038,232)        (546,409)
                                                       --------------   -------------- 

Net cash used by operating activities                        (739,795)         (61,932)
                                                       --------------   -------------- 

Cash flows from investing activities:                                                  
    Property additions                                        (22,570)         (18,666)
                                                       --------------   -------------- 

Net cash used by investing activities                         (22,570)         (18,666)
                                                       --------------   -------------- 

Cash flows from financing activities:                                                  
    Proceeds on note payable to bank                         (309,650)      (1,104,419)
    Proceeds from notes payable to stockholders               528,000                - 
    Payments on long-term debt                               (167,514)        (220,083)
    Payments on capital lease obligations                      17,186           (6,248)
    Proceeds from the sale of preferred Class B stock               -          984,662 
    Proceeds from the sale of common stock                    175,751           84,479 
    Acquisition of treasury stock                             (10,230)               - 
                                                       --------------   -------------- 

Net cash provided (used) by financing activities              233,543         (261,609)
                                                       --------------   -------------- 

Net decrease in cash and cash equivalents                    (528,822)        (342,207)

Cash and cash equivalents at beginning of period              601,665          543,218 
                                                       --------------   -------------- 

Cash and cash equivalents at end of period             $       72,843   $      201,011 
                                                       ==============   ============== 

 See Notes to Financial Statements
 (Unaudited)

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Analex Corporation

 NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 September 30, 2001 and 2000

NOTE A - BASIS OF PRESENTATION                                                  

The interim financial statements for Analex Corporation (the "Company") are     
unaudited, but in the opinion of management reflect all adjustments (consisting 
only of normal recurring accruals) necessary for a fair presentation of results 
for such periods. The results of operations for any interim period are not      
necessarily indicative of results for the full year. These financial statements 
should be read in conjunction with the financial statements and notes thereto   
included in the financial statements for the year ended December 31, 2000.      

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Item 7 (b) Pro Forma Financial Information                                      

 PRO FORMA FINANCIAL INFORMATION

  The unaudited pro forma combined financial statements are based upon the
historical consolidated financial statements of Hadron, Inc. (the "Company")    
adjusted to give effect to the acquisition of Analex Corporation ("Analex") by  
the Company under the purchase method of accounting.                            

   The unaudited pro forma combined balance sheets at September 30, 2001 are
presented as if the above transactions were consummated on September 30, 2001.  
The unaudited pro forma combined statements of operations for the nine months   
ended September 30, 2001 and the twelve months ended December 31, 2000 are      
presented as if the above transactions were consummated on January 1, 2000.     

This information should be read in conjunction with the notes and the 
consolidated financial statements of the Company and the financial statements of
Analex included herein. The unaudited pro forma combined financial data do not  
purport to represent what the Company's results of operations actually would    
have been had such transactions and events occurred on the dates specified, or  
to project the Company's results of operations for any future period or date. In
the opinion of management of the Company, all adjustments and reclassifications 
have been made that are necessary to present the pro forma combined data.       

    A preliminary allocation of the purchase price has been made to the assets
and liabilities based on available information. The actual allocation of        
purchase price and the resulting effect on income from operations may differ    
significantly from the pro forma amounts included herein. These pro forma       
adjustments represent the Company's preliminary determination of purchase       
accounting adjustments and are based upon available information and certain     
assumptions that the Company believes to be reasonable. Consequently, the       
amounts reflected in the pro forma financial statements are subject to change,  
and the final amounts may differ substantially.                                 

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HADRON, INC.
PROFORMA COMBINED BALANCE SHEETS (UNAUDITED)
AS OF SEPTEMBER 30, 2001
------------------------

                                                        [Enlarge/Download Table]

                               Historical     Historical                      Pro Forma 
ASSETS                           HADRON         ANALEX     Adjustments        Combined  
------                        ------------  ------------  ------------      ------------
                                                                                        
Current assets:                                                                         
  Cash and cash equivalents   $    102,300  $     72,843  $ (6,510,000)(A)  $    679,198
                                                             4,067,740 (D)              
                                                             4,735,627 (E)              
                                                            (1,696,715)(F)              
                                                               (92,597)(I)              
  Accounts receivable, net       2,881,000     5,327,739       451,441 (N)     8,660,180
  Prepaid expenses and other       473,500         2,285      (172,100)(G)       303,685
  Deferred income taxes                  -       396,000      (396,000)(I)             -
                              ------------  ------------  ------------      ------------

    Total current assets         3,456,800     5,798,867       387,396         9,643,063
                              ------------  ------------  ------------      ------------

Fixed assets, net                  256,900        36,446             -           293,346
Goodwill ATI, net                1,557,100             -             -         1,557,100
Goodwill Analex, net                     -             -    13,529,638 (H)    13,529,638
Other                               70,800        54,617             -           125,417
Deferred finance costs                   -             -       109,980 (E)       109,980
Deferred income taxes                    -     1,082,000    (1,082,000)(I)             -
                              ------------  ------------  ------------      ------------

    Total other assets           1,884,800     1,173,063    12,557,618        15,615,481
                              ------------  ------------  ------------      ------------

Total assets                  $  5,341,600  $  6,971,930  $ 12,945,014      $ 25,258,544
                              ============  ============  ============      ============

See Notes to Pro Forma Combined Financial Statements
 (Unaudited)

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HADRON, INC.
PROFORMA COMBINED BALANCE SHEETS (UNAUDITED)
AS OF SEPTEMBER 30, 2001
------------------------

                                                        [Enlarge/Download Table]

                                                              Historical     Historical                         Pro Forma  
LIABILITIES AND SHAREHOLDERS' EQUITY                            HADRON         ANALEX       Adjustments         Combined   
------------------------------------                         ------------   ------------   -------------     --------------
                                                                                                                           
Current liabilities:                                                                                                       
  Accounts payable                                           $    434,700   $    572,010   $          -      $   1,006,710 
  Note payable - line of credit                                   661,000        660,715      1,310,627 (E)      1,310,627 
                                                                                             (1,321,715)(F)                
  Notes payable - related party                                   100,000        728,000       (728,000)(I)        100,000 
  Note payable - current maturity of long-term debt               375,000        216,695        700,000 (E)      1,333,126 
                                                                                               (375,000)(F)                
                                                                                                416,431 (C)                
  Notes payable - other                                           101,700              -              -            101,700 
  Current portion of capital lease obligations                          -          2,579              -              2,579 
  Deferred income                                                       -        200,000              -            200,000 
  Accrued income taxes                                                  -        246,362              -            246,362 
  Accrual for disallowed contract costs                                 -        199,452       (199,452)(I)              - 
  Other current liabilities                                     1,384,500      3,360,940        398,174 (G)      4,934,017 
                                                                                               (209,597)(I)                
                                                             -------------  -------------  -------------     --------------

    Total current liabilities                                   3,056,900      6,186,753         (8,532)         9,235,121 
                                                             -------------  -------------  -------------     --------------

Long-term debt, less current portion                                    -      1,091,070              -          1,091,070 
Long-term capital lease obligations, less current portion               -         14,607              -             14,607 
Notes payable - long term portion                                                             1,248,389 (C)      4,048,389 
                                                                                              2,800,000 (E)                
Accrual for disallowed contract costs, less current portion             -        826,242       (416,548)(I)        409,694 
Other                                                              60,000              -              -             60,000 
                                                             -------------  -------------  -------------     --------------

    Total long-term liabilities                                    60,000      1,931,919      3,631,841          5,623,760 
                                                             -------------  -------------  -------------     --------------

Commitments and contingencies                                                                                              

Total liabilities                                               3,116,900      8,118,672      3,623,309         14,858,881 
                                                             -------------  -------------  -------------     --------------

Shareholders' equity:                                                                                                      

Common stock $.02 par, authorized 20,000,000 shares;              130,800             13         71,443 (B)        286,422 
issued and outstanding 6,539,144 shares                                                          84,179 (D)                
                                                                                                    (13)(I)                
Preferred stock                                                         -      2,413,187     (2,413,187)(I)              - 
Treasury stock                                                          -       (758,922)       758,922 (I)              - 
Additional capital                                             11,965,300        261,217      4,000,800 (B)     19,984,641 
                                                                                              3,983,561 (D)                
                                                                                                 34,980 (E)                
                                                                                               (261,217)(I)                
Deferred compensation                                              (6,800)             -              -             (6,800)
Accumulated deficit                                            (9,864,600)    (3,062,237)     3,062,237 (I)     (9,864,600)
                                                             -------------  -------------  -------------     --------------

    Total shareholders' equity                                  2,224,700     (1,146,742)     9,321,705         10,399,663 
                                                             -------------  -------------  -------------     --------------

Total liabilities and shareholders' equity                   $  5,341,600   $  6,971,930   $ 12,945,014      $  25,258,544 
                                                             =============  =============  =============     ==============

See Notes to Pro Forma Combined Financial Statements
 (Unaudited)

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HADRON, INC.
 PRO FORMA COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
--------------------------------------------

                                                        [Enlarge/Download Table]

                                           Historical           Historical                                  Pro Forma    
                                             Hadron               Analex           Adjustments               Combined    
                                       ------------------  ------------------  ------------------       -----------------
                                                                                                                         
Revenues                               $       12,724,800  $       24,010,668  $                -       $      36,735,468
                                       ------------------  ------------------  ------------------       -----------------

Operating costs and expenses:                                                                                            
  Costs of revenue                             10,338,300          21,850,086                   -              32,188,386
  Selling, general and administrative           2,099,500           1,305,326             196,431 (L)           3,601,257
                                       ------------------  ------------------  ------------------       -----------------

Total operating costs and expenses             12,437,800          23,155,412             196,431              35,789,643
                                       ------------------  ------------------  ------------------       -----------------

Operating income                                  287,000             855,256            (196,431)                945,825
                                       ------------------  ------------------  ------------------       -----------------

Other expense:                                                                                                           
  Interest expense (net)                           97,200             277,496             491,346 (J)             704,457
                                                                                         (161,585)(K)                    
  Non-compete fees                                      -             107,809            (107,809)(M)                   -
  Other expense                                    42,000                   -                   -                  42,000
                                       ------------------  ------------------  ------------------       -----------------

Total other expense                               139,200             385,305             221,952                 746,457
                                       ------------------  ------------------  ------------------       -----------------

Income before income taxes                        147,800             469,951            (418,383)                199,368

Provision for income taxes                              -             171,514                   -                 171,514
                                       ------------------  ------------------  ------------------       -----------------

Net income                             $          147,800  $          298,437  $         (418,383)      $          27,854
                                       ==================  ==================  ==================       =================

Per share data:                                                                                                          

Net income per share:                                                                                                    
  Basic                                $             0.02                                               $           0.002
                                       ==================                                               =================

  Diluted                              $             0.02                                               $           0.002
                                       ==================                                               =================

Weighted average number of shares:                                                                                       
  Basic                                         6,520,040                                7,781,091 (O)         14,301,131
                                       ==================                       ==================      =================

  Diluted                                       7,971,382                                7,744,571 (O)         15,715,953
                                       ==================                       ==================      =================

See Notes to Pro Forma Combined Financial Statements
 (Unaudited)

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HADRON, INC.
 PRO FORMA COMBINED STATEMENTS OF OPERATIONS (UNAUDITED)
 FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2000

                                                        [Enlarge/Download Table]

                                             Historical     Historical                            Pro Forma  
                                               Hadron         Analex        Adjustments           Combined   
                                            ------------   ------------   ----------------      ------------ 
                                                                                                             
Revenues                                    $ 18,577,400   $ 31,302,012       $          -      $ 49,879,412 

Operating costs and expenses:                                                                                
  Costs of revenue                            15,419,700     28,832,483                  -        44,252,183 
  Selling, general and administrative          2,907,700      1,310,034            261,907 (L)     4,479,641 
                                            ------------   ------------       ------------      ------------ 

Total operating costs and expenses            18,327,400     30,142,517            261,907        48,731,824 
                                            ------------   ------------       ------------      ------------ 

Operating income                                 250,000      1,159,495           (261,907)        1,147,588 
                                            ------------   ------------       ------------      ------------ 

Other expense (income):                                                                                      
  Interest income                                 (7,500)        (7,217)                 -           (14,717)
  Interest expense                               277,500        212,033            655,130 (J)       842,492 
                                                                                  (302,171)(K)               
  Provision for disallowed contract costs              -        189,219                  -           189,219 
  Non-compete fees                                     -        142,800           (142,800)(M)             - 
  Employee stock ownership plan settlement             -       (211,147)                 -          (211,147)
  Other income                                   (12,300)       (21,162)                 -           (33,462)
                                            ------------   ------------       ------------      ------------ 

Total other expense                              257,700        304,526            210,159           772,385 
                                            ------------   ------------       ------------      ------------ 

Income (loss) before income taxes                 (7,700)       854,969           (472,066)          375,203 

Provision for income taxes                        21,300        426,480                  -           447,780 
                                            ------------   ------------       ------------      ------------ 

Net income (loss)                           $    (29,000)  $    428,489       $   (472,066)     $    (72,577)
                                            ============   ============       ============      ============ 

Per share data:                                                                                              

Net loss per share:                                                                                          
  Basic                                     $      (0.01)                                       $      (0.01)
                                            ============                                        ============ 

  Diluted                                   $      (0.01)                                       $      (0.01)
                                            ============                                        ============ 

Weighted average number of shares:                                                                           
  Basic                                        5,055,197                         7,781,091 (O)    12,836,288 
                                            ============                      ============      ============ 

  Diluted                                      6,139,538                         7,763,622 (O)    13,903,160 
                                            ============                      ============      ============ 

See Notes to Consolidated Financial Statements
 (Unaudited)

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NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2001 AND 2000, AND DECEMBER 31, 2000

1.   Acquisition of Analex Corporation                                          
---------------------------------                                     

     Effective November 2, 2001, the Company acquired Analex Corporation
("Analex"), a privately held engineering and program management firm whose      
principal customers are NASA and the U.S. intelligence community. Analex will   
operate as a wholly owned subsidiary.                                           

         Under the terms of the Agreement and Plan of Merger dated as of October
31, 2001 (the "Plan"), the shareholders representing all of the outstanding     
equity of Analex (the "Sellers") exchanged their Analex equity on a pro rata    
basis for approximately $6.5 million in a combination of cash and the           
satisfaction of certain liabilities of Analex as well as approximately 3.6      
million shares of the Company's Common Stock, par value $0.02 per share ("Common
Stock"). Of the approximately 3.6 million of Common Stock issued to the holders 
of Analex equity, 857,143 shares shall be subject to a provision by which the   
Company will guarantee for a five-year period to reimburse the Sellers the      
difference between the price at which they sell such shares and a guaranteed    
sales price ranging from $1.60 to $2.20 per share ("Guaranteed Shares"), if such
shares are sold within such period and if certain other conditions are          
satisfied.                                                                      

     In addition, the Company issued promissory notes to certain Sellers
totaling $772,625 with a five-year term and entered into non-competition        
agreements with these Sellers for total payments of $540,000. In the event the  
Company is awarded the Expendable Launch Vehicle Integrated Services ("ELVIS")  
contract by NASA pursuant to the current procurement, the Company will be       
required to make additional payments to certain Sellers, pursuant to the        
Agreement                                                                       

   To finance the Merger, the Company negotiated a new senior credit
facility with Bank of America, N.A. in the amount of $7.5 million, comprised of 
(i) a term loan note in the amount of $3.5 million and (ii) a revolving line of 
credit at $4 million. Bank of America has required the Company to obtain        
personal guarantees in the amount of $2 million, which the Company procured from
two individuals (one of whom is a director of the Company) in exchange for an   
annual fee and the issuance of warrants to purchase Common Stock at an exercise 
price of $0.02 per share with the number of warrants to be based on the duration
of the guarantees and a formula related to valuing the Company. In addition, the
Company issued shares of common stock for aggregate consideration of            
approximately $4 million through a private placement consisting of (i) Common   
Stock at a price of $1.14 per share to purchasers who purchased less than       
$500,000 worth thereof or (ii) units consisting of Common Stock and warrants to 
purchase 0.2061 shares of Common Stock at an exercise price of $0.02 per share  
for each share purchased at a price of $1.14 per unit for purchasers who        
purchased $500,000 or more of the Company's equity. Two of such purchasers are  
directors or affiliates of a director.                                          

The Merger is subject to various customary terms, conditions, 
covenants, indemnities and events.                                              

(A)      Represents cash payments of $6,510,000 to the Sellers.                 

(B)      Represents 3,572,143 shares of the Company's restricted common stock   
      distributed to the Sellers, recorded at the valuation price of $1.14
per share.                                                    

(C)      Represents the issuance of promissory notes to certain Sellers totaling
       $772,625, and the recording of liabilities related to non-competition
agreements of $892,195.                                       

(D)      Represents the issuance of 4,208,948 shares of restricted common stock 
through a private placement, aggregating $4,067,740.          

(E)      Represents the $3,500,000 million term note and $1,310,627 of the $4   
        million revolving line of credit with Bank of America, used to finance
acquisition. A $75,000 fee was paid to Bank of                

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     America, which will be amortized over 60 months. In addition, total
     warrants of 30,956 were issued to the two guarantors of the Bank of
America loans, resulting in deferred finance costs of $34,980.

(F)      Represents the payment of the $375,000 United Bank term note, $661,000 
     United Bank line of credit, and the $660,715 Analex line of credit.

(G)      Represents legal, financial and other obligations of $570,274          
         associated with the acquisition,  of which $172,100 was prepaid and the
remaining was accrued.                                        

(H)      Represents goodwill of approximately $13,529,638 associated with the   
        purchase, representing the total cost of acquisition of $14,676,380 in
excess of the fair value of assets acquired of $6,971,930 and 
liabilities assumed of $8,118,672.                            

(I)      Represents elimination of $1,146,742 of Analex' stockholders' deficit  
       and $1,478,000 of deferred tax assets, and a $92,597 reclassification
        between cash and other current liabilities in connection with purchase
       accounting. Represents payment of Analex liabilities pursuant to, and
        in connection with, the acquisition, of $728,000 of Shareholder notes,
      $616,000 of disallowed contract costs, and $117,000 of accrued state
and local tax obligations.                                    

(J)      Represents the recording of the following interest expense:            

    1) At the rate of 6% per annum, related to the $727,625 promissory
   notes issued in connection with the acquisition, of approximately
      $34,768 and $46,358 for the nine months ended September 30, 2001 and
the twelve months ended December 31, 2000, respectively.      

     2) In connection with the discounted non-competition agreements, of
       approximately $17,319 and $23,093 for the nine months ended September
       30, 2001 and the twelve months ended December 31, 2000, respectively.

         3) At the negotiated fixed rate of 7.5%, related to the Bank of America
       $3.5 million term note of approximately $196,875 and $262,500 for the
  nine months ended September 30, 2001 and the twelve months ended
December 31, 2000, respectively.                              

         4) At the negotiated fixed rate of 7.5%, related to the Bank of America
       $4.0 million revolving line of credit, assuming principal outstanding
         of $1,310,627, of approximately $73,723 and $98,297 for the nine months
        ended September 30, 2001 and the twelve months ended December 31, 2000
respectively.                                                 

         5) Related to the Bank of America $75,000 fee, of approximately $11,250
         and $15,000 for the nine months ended September 30, 2001 and the twelve
months ended December 31, 2000, respectively.                 

        6) Related to the issuance of 30,956 warrants to guarantors of Bank of
   America debt, of approximately $157,411 and $209,882 for the nine
months ended September 30, 2001 and the twelve months ended   
December 31, 2000, respectively.                              

(K)      Represents the elimination of the following interest expense:          

      1) Related to the United Bank term note, of $40,717 and $114,521 for
      the nine months ended September 30, 2001 and the twelve months ended
December 31, 2000, respectively.                              

       2) Related to the United Bank and Analex line of credits, of $120,868
   and $187,650 for the nine months ended September 30, 2001 and the
twelve months ended December 31, 2000, respectively.          

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(L)  Represents amortization of non-competition agreements, of $196,431 and     
     $261,907 for the nine months ended September 30, 2001 and the twelve months
ended December 31, 2000, respectively.                                

(M)  Represents elimination of Analex' non-compete fees of $107,809 and $142,800
  for the nine months ended September 30, 2001 and the twelve months ended
December 31, 2000, respectively.                                      

(N)  Represents the deficiency in the tangible net worth of Analex at           
     post-closing, of $451,441 below the required $80,000 which, pursuant to the
Agreement, will be repaid by Analex.                                  

(O)  Represents the impact of the acquisition on the Company's basic and diluted
earnings per share computations, as reflected below:                  

2.  Pro Forma Earnings per Share                                                
----------------------------                                            

The following table sets forth the computation of pro forma basic and 
diluted earnings per share for the nine months ended September 30, 2001 and the 
twelve months ended December 31, 2000:                                          

                                            September 2001     December 2000
                                            --------------     -------------

Numerator for diluted earnings per share:                                       

Net income (loss)                                   $ 27,854          $(72,577) 
                                            ==============     =============

Denominator:                                                                    
Denominator for basic                                                     
earnings per share:                                                     
weighted average shares                                                 
  outstanding                                   14,301,131        12,836,288

Effect of dilutive securities:                                                  
Warrants                                          1,235,163           978,446 
Employee stock options                              179,659            88,426 
Convertible debt                                          -                 - 
                                            --------------     -------------

Denominator for diluted                                                         

earnings per share                               15,715,953        13,903,160 
                                            ==============     =============

Basic earnings (loss) per share                       $ .002            $ (.01) 
                                            ==============     =============

Diluted earnings (loss) per share                     $ .002            $ (.01) 
                                            ==============     =============

Shares issuable upon the exercise of stock options or warrants or upon  
conversion of debt have been excluded from the computation to the extent that   
their inclusion would be anti-dilutive.                                         

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3.       Adjusted Pro Forma Earnings per Share                                  
-------------------------------------                         

The Company has net operating loss (NOL) carryforwards for federal and
state purposes available to offset future taxable income in excess of           
$5,000,000. The provisions for Analex' income taxes of $171,514 and $426,480 for
the pro forma nine months ended September 30, 2001 and the twelve months ended  
December 31, 2000, respectively, would have been eliminated if the Company had  
been combined at those dates.                                                   

   The Company anticipates cost savings associated with its integration with
Analex, mainly in the areas of indirect staff and facilities' reductions, of    
approximately $547,500 and $730,000 for the pro forma nine months ended         
September 30, 2001 and the twelve months ended December 31, 2000, respectively. 

    With these adjustments, the Company's basic and diluted pro forma earnings
per share for the nine months ended September 30, 2001 and the twelve months    
ended December 31, 2000 would be as follows:                                    

                                            September 2001     December 2000
                                            --------------     -------------

Numerator for diluted earnings per share:                                       

Net income                                       $   746,868       $ 1,083,903  
                                            ==============     =============

Denominator:                                                                    
Denominator for basic                                                   
earnings per share:                                                     
weighted average shares                                                 
  outstanding                                   14,301,131        12,836,288

Effect of dilutive securities:                                                  
Warrants                                          1,235,163           978,446 
Employee stock options                              179,659            88,426 
Convertible debt                                          -                 - 
                                            --------------     -------------

Denominator for diluted                                                         
earnings per share                               15,715,953        13,903,160 
                                            ==============     =============

Basic earnings per share                         $       .05       $       .08  
                                            ==============     =============

Diluted earnings per share                       $       .05       $       .08  
                                            ==============     =============

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 SIGNATURE

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the        
undersigned thereunto duly authorized.                                          

                          Hadron, Inc.

                                           /s/ STERLING E. PHILLIPS, JR.
Date: January 4, 2002                   By:__________________________________   
                                       Sterling E. Phillips, Jr.
                                           President and Chief Executive
                     Officer

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K/A’ Filing	Date	First	Last	Other Filings

Filed on:	1/4/02	37		8-K
	12/31/01	16		10-K
For Period End:	11/5/01	1	2	8-K
	11/2/01	33
	10/31/01	33
	9/30/01	2	36	10-Q
	2/6/01	6
	12/31/00	2	36	10-KT, 10-Q
	9/30/00	2	33	10-Q
	3/27/00	6	7
	1/1/00	28
	12/31/99	2	21	10-Q
	8/31/99	20
	12/31/98	2	21	10-Q
	12/31/97	11	16	10-Q
	12/31/93	15
	12/31/92	15
				List all Filings

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Filing Submission 0000928385-02-000018 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Analex Corp – ‘8-K/A’ for 11/5/01

On: Friday, 1/4/02 · For: 11/5/01 · Accession #: 928385-2-18 · File #: 0-05404

Previous ‘8-K’: ‘8-K’ on 12/21/01 for 12/20/01 · Next: ‘8-K’ on 1/7/02 for 1/4/02 · Latest: ‘8-K’ on 3/15/07 for 3/13/07

Amendment to Current Report — Form 8-KFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to Current Report — Form 8-K
Filing Table of Contents