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As filed with the Securities and Exchange Commission on July 22, 2011
Registration No. 333-172118
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
AMENDMENT NO. 5
TO
 
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
ADS TACTICAL, INC.
(Exact name of registrant as specified in its charter)
 
         
Delaware
  5091   27-1083344
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)
 
621 Lynnhaven Parkway, Suite 400
Virginia Beach, Virginia 23452
(757) 481-7758
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
 
Charles M. Salle
General Counsel
ADS Tactical, Inc.
621 Lynnhaven Parkway, Suite 400
Virginia Beach, Virginia 23452
(757) 481-7758
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to :
 
     
  Kirk A. Davenport, Esq.
Ian D. Schuman, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
(212) 906-1200
  Richard Sandler, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
 
Approximate date of commencement of proposed sale to the public:   As soon as practicable after the effective date of this registration statement.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer  o Accelerated filer  o                                            
 
Non-accelerated filer  þ (Do not check if a smaller reporting company) Smaller reporting company  o                           
 
CALCULATION OF REGISTRATION FEE
 
                         
                  Proposed Maximum
     
Title of Each Class of
    Amount to
    Proposed Maximum
    Aggregate Offering
    Amount of Registration
Securities to be Registered     be Registered     Offering Price Per Share     Price(2)     Fee(3)
Common Stock, par value $0.001 per share
    13,800,000     $18.00     $248,400,000     $28,839.24
                         
(1) Includes shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares of common stock.
 
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act.
 
(3) Previously paid.
 
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 


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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and we are not soliciting any offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
 
PROSPECTUS (Subject to Completion)
 
Issued July 22, 2011
 
12,000,000 Shares
 
(ADS LOGO)
 
Common Stock
 
 
 
This is an initial public offering of shares of common stock by ADS Tactical, Inc. We are offering 9,000,000 shares of our common stock in this offering and the selling stockholders named in this prospectus are offering 3,000,000 shares of our common stock. We will not receive any proceeds from the sale of shares to be offered by the selling stockholders.
 
 
 
 
Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share of our common stock will be between $16.00 and $18.00. We have applied to have our common stock approved for listing on the New York Stock Exchange under the symbol “ADSI.”
 
 
 
 
Investing in our common stock involves risks. See “Risk Factors” beginning on page 12.
 
 
 
 
Price $      a Share
 
 
 
 
                                 
        Underwriting
      Proceeds to
    Price to
  Discounts and
  Proceeds to
  the Selling
   
Public
  Commissions   the Company   Stockholders
 
Per Share
  $            $            $            $         
Total
  $            $            $            $         
 
The selling stockholders have granted the underwriters a 30-day option to purchase up to an aggregate of 1,800,000 additional shares of common stock on the same terms set forth above. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by the selling stockholders will be $     , the total proceeds, before expenses, to the selling stockholders will be $     . See the section of this prospectus entitled “Underwriters.”
 
The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
The underwriters expect to deliver the shares to purchasers on or about          , 2011.
 
 
 
 
J.P. Morgan Morgan Stanley Wells Fargo Securities
 
 
Baird BB&T Capital Markets                            William Blair & Company                    Cowen and Company
 
          , 2011


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OPERATIONAL EQUIPMENT & LOGISTICS SOLUTIONS

 


 

 
 
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  EX-5.1
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We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our common stock.
 
Until          , 2011 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.


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MARKET AND INDUSTRY INFORMATION
 
We obtained the industry and market data in this prospectus from our own research and from information released by the Department of Defense, including the Fiscal Year 2012 Budget Request and annual budget press releases. While we believe that the information released by the Department of Defense is reliable, we have not independently verified the data contained therein. In addition, while we believe that the results and estimates from our internal research are reliable, such results and estimates have not been verified by any independent source. Moreover, the Department of Defense may, in the future, alter the manner in which it gathers data regarding the markets in which we operate our business. As a result, you should carefully consider the inherent risks and uncertainties associated with the industry and market data contained in this prospectus, including those discussed under the heading “Risk Factors.”
 
TRADEMARKS AND TRADENAMES
 
We own or have rights to trademarks and/or tradenames that we use in connection with the operation of our business. Certain trademarks and/or tradenames are subject to registrations or applications to register with the United States Patent and Trademark Office, while others are not subject to registration but protected by common law rights. These registered and unregistered marks include our company, product and website names and logos used herein. Each trademark, tradename or service mark by any other company appearing in this prospectus belongs to its owner and is used under permission or license from its owner. Some of the trademarks we own or have the right to use include ADS (words and design), OFFICIAL GENIII ECWCS (words and design) and WARRIOR EXPO. We also sell products under a number of licensed brands, including COMBAT MEDICAL SYSTEMS. Solely for convenience, trademarks, service marks and tradenames referred to in this prospectus may appear without the ® , tm or SM symbols, but such references are not intended to indicate, in any way, that we will not assert to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and tradenames.
 
NON-GAAP FINANCIAL MEASURES
 
EBITDA, as presented in this prospectus, is a supplemental measure of our performance that is not required by, or presented in accordance with, generally accepted accounting principles in the United States, or “GAAP.” We define EBITDA as net income before interest expense, provision for income taxes and depreciation and amortization. EBITDA should not be considered as an alternative to net income as a measure of performance. We believe that EBITDA is a useful financial metric to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business, as well as for providing a comparison of our operating performance to that of other companies in our industry. Because EBITDA is not determined in accordance with U.S. GAAP and is susceptible to varying calculations, EBITDA, as presented, may not be comparable to other similarly titled measures presented by other companies.
 
EBITDA has limitations as an analytical tool and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP.
 
Some of these limitations are:
 
  •  it does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
 
  •  it does not reflect changes in, or cash requirements for, our working capital needs;
 
  •  it does not reflect the interest expense or cash requirements necessary to service interest or principal payments on our debt;
 
  •  it does not reflect any cash income taxes that we may be required to pay;
 
  •  it is not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows;
 
  •  assets are depreciated or amortized over differing estimated useful lives and often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and
 
  •  other companies in our industry may calculate EBITDA measures differently than we do, limiting its usefulness as a comparative measure.


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PROSPECTUS SUMMARY
 
This summary highlights important information regarding our business and the offering contained elsewhere in this prospectus. Please review this prospectus in its entirety, including “Risk Factors,” “Selected Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes, before you decide to invest. Unless otherwise noted or as the context otherwise requires, the terms “company,” “ADS,” “we,” “us” and “our” refer to ADS Tactical, Inc., a Delaware corporation, our operating subsidiaries, including Atlantic Diving Supply, Inc., MAR-VEL International, Inc. and the consolidated variable interest entities. Unless otherwise noted in this prospectus, any statements with respect to the number of items we offer and the number of our customers, vendors and preferred vendors are made as of March 31, 2011. Some of the statements in this prospectus constitute forward-looking statements. Except as otherwise indicated, all information in this prospectus gives effect to our amended and restated certificate of incorporation effecting a 300-for-1 stock split and a change from no par value to $0.001 par value per share with respect to our common stock. See “Forward-Looking Statements .”
 
ADS Tactical, Inc.
 
Our Company
 
We believe we are a leading provider of value-added logistics and supply chain solutions specializing in tactical and operational equipment, based on 2010 sales. We drive sales between a fragmented base of vendors and a decentralized group of customers by tailoring our solutions to meet their needs. Most of our over 4,000 active customers (in the past 24 months) are within the Department of Defense and the Department of Homeland Security. Our business model is adaptable and scalable to serve other domestic and foreign government agencies. Through our vendor network, we offer our customers access to over 160,000 items, which we combine with our broad suite of value-added supply chain management services. Our flexible operating model allows us to maintain an asset-light, low-inventory business. We believe our value proposition has allowed us to drive the growth in demand for the products and related services we offer while building upon the strength of our market position, as evidenced by the compound annual growth rate of our net sales, net income and EBITDA from 2006 to 2010 of 61%, 84% and 80%, respectively.
 
Our customers need the products we offer for ongoing training and to be prepared for a variety of peacetime operations and missions at home and abroad. The products we offer include apparel, expeditionary equipment, optical equipment, communications equipment, emergency medical supplies, lighting, eyewear and other items from approximately 1,400 active vendors (in the past 24 months) such as Camelbak, Hunter Defense Technologies, L-3 Communications, Oakley and SureFire. Most of the products we distribute require regular replacement due to wear and tear and technological advancements. We combine the distribution of our products with our value-added supply chain management services, which enable us to streamline the procurement process for our customers by anticipating their product needs, to achieve on-time and accurate delivery and to provide in one place a selection of products to meet specific tactical and operational requirements. Our value-added supply chain management services include kitting and assembly, custom sourcing, training, product research and development and quality assurance and quality management systems.
 
We seek to be a critical partner to each of our customers and vendors. Our value proposition is driven by the combination of three key factors:
 
  •  Deep-Rooted Customer Relationships.   By utilizing our logistics solutions and access to our broad portfolio of contractual procurement vehicles, our customers may save time and money, which generates repeat business and fosters deep relationships with our customers.
 
  •  Strategic Vendor Alliances.   Our vendors are able to leverage our experienced sales force, product knowledge, customer relationships and access to contractual procurement vehicles to drive demand for their products and reach a customer base that may otherwise be difficult for them to access independently.
 
  •  Broad Portfolio of Contractual Procurement Vehicles.   Our contractual procurement vehicles provide multiple channels through which our customers can purchase, and our vendors can sell, any of the over


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  160,000 items we offer without the need for time-consuming individual contracts or open-market bid processes. Our contractual procurement vehicles give our vendors access to customers they may not independently have and enable the U.S. government to realize increased procurement efficiencies.
 
Our Market Opportunity
 
We believe our addressable market is approximately $100 billion, of which our current market share is approximately 1%. Our primary customers include U.S. government agencies whose funds come from, among other sources, the Readiness & Support portion of the Operation & Maintenance budget, which is allocated from the larger Department of Defense base budget. According to the Department of Defense’s 2012 budget projections, from 2011 through 2016, the Operations & Maintenance budget’s share of the total Department of Defense base budget is expected to increase, with an expected compound annual growth rate of approximately 5%, compared to approximately 2% for the Department of Defense base budget. We believe the Operation & Maintenance budget is stable and growing because it funds ongoing military readiness and training and thus is not driven by active and ongoing conflicts.
 
The need for our capabilities and services developed over the last decade, as the U.S. government began to shift away from standardized products and equipment built to government specifications, towards readily available, commercial off-the-shelf products and equipment. In addition, over the same period, the Department of Defense’s focus has shifted away from developing large-scale weapons platforms and towards equipping personnel to engage in ground-based, irregular warfare against asymmetric threats. Finally, the role of the U.S. military is expanding beyond the scope of its traditional national defense function. We believe that the following trends will increase the demand for our tactical and operational equipment and value-added supply chain management services:
 
  •  Continuous Commitment to Operational Readiness and Troop Modernization.   The U.S. Army has transitioned to a model that rotates units between three levels of deployment readiness—“preparation,” “eligible” and “available.” As new units rotate into each level of readiness, they are issued new and modernized equipment.
 
  •  Broader Array of Mission Objectives.   Increasingly, the branches of the U.S. military are called upon to undertake missions beyond the scope of their traditional national defense functions, such as assistance with disaster relief, border patrol and nation-building.
 
  •  Need for Tightly Integrated and Specialized Equipment.   The Department of Defense is focused on ensuring that each soldier is properly equipped with state-of-the art equipment. Consequently, the average spend-per-soldier has increased historically and is expected to continue to grow.
 
  •  Need for Increased Manpower to Counter Asymmetrical Threats.   The threat of simultaneous, irregular conflicts requires significant numbers of trained and properly equipped troops ready to deploy on short notice.
 
  •  Increasing Importance of Expeditionary Warfare Units.   The U.S. Army, the U.S. Air Force and the U.S. Navy reorganized to increase the effectiveness and availability of their expeditionary warfare units, which are mobile and self-sufficient units that operate away from established bases and are able to deploy quickly.
 
Our Competitive Strengths
 
The following competitive strengths differentiate us from our competitors and are critical to our continued success:
 
Deep-Rooted Customer Relationships.   We aim to be a one-stop-shop for our customers’ tactical and operational equipment needs by streamlining the procurement process and providing value-added supply chain management services. Many of our customers depend on us to manage their procurement process and to introduce them to new products best-suited to their particular needs. Our ability to establish, sustain and grow these relationships would be difficult and expensive to replicate.


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Value-Added Supply Chain Solutions.   We are able to effectively manage and coordinate a fragmented supply chain to provide complete and on-time delivery of products to our customers at attractive prices. We provide efficient and compelling solutions to meet our customers’ needs and requirements. By reducing complexities and increasing efficiencies in their procurement processes, we believe we are a critical partner to our customers.
 
Scalable Infrastructure.   Our recent investment in scalable infrastructure and operations gives us the capacity to build upon our past performance with minimal future capital expenditures. As a result of our asset-light operating model, we generate significant free cash flow (calculated as cash flow from operations minus capital expenditures) and have relatively low capital expenditures and working capital requirements. For example, for the year ended December 31, 2010, approximately 51% of our net sales were from orders shipped directly from the vendor.
 
Extensive Vendor Relationships and Preferred Vendor Program.   We are the primary avenue into the government sales channel for many of our vendors as a result of our familiarity with the complexities of government procurement and our access to customers in U.S. government agencies. As a result, new vendors seek to establish relationships with us, allowing us to continue to expand the breadth of products we offer. We are able to competitively bid on opportunities as a result of the preferential terms and support we receive from our preferred vendors.
 
Broad Portfolio of Contractual Procurement Vehicles.   Our access to a broad portfolio of contractual procurement vehicles makes the sale and procurement process easier and faster for both our customers and our vendors. We use the term “contractual procurement vehicle” to refer to a type of government contract that is awarded to a limited number of suppliers, authorizing those suppliers to compete for specific purchase orders from different government entities. Obtaining the type of contractual procurement vehicles used by our customers requires a demonstrated track record of past performance, which makes our portfolio of contractual procurement vehicles difficult to replicate.
 
Experienced Sales Force.   A substantial portion of our sales personnel has extensive military experience. Their comprehensive capabilities, including the valuable feedback regarding products they provide to both customers and vendors and their ability to identify suitable contractual procurement vehicles, enhance our key relationships while ensuring superior customer service.
 
Dedicated and Capable Management Team.   With substantial operational experience and functional knowledge, our senior management team has successfully led the formation and development of our business model and overseen significant growth in our net sales and EBITDA.
 
Our Growth Strategy
 
Further Penetrate our Primary Customer Base.   Our primary customer base is fragmented and characterized by a decentralized procurement process. Our sales force currently calls on only a small percentage of the purchasing decision makers at both the program and unit levels of the U.S. military. We expect to increase sales to our existing customers and add new customers within our primary customer base using the following key growth strategies:
 
  •  Continue to Expand our Sales Force.   We intend to expand the size of our sales force. In the first three months of 2011, we increased the overall size of our sales force by 19 representatives, representing a 11% increase from 2010 fiscal year end. With additional sales representatives, we believe we can replicate our prior unit-level successes in currently underserved units.
 
  •  Expand our Product Offerings.   We continue to expand the breadth of our product offerings as we strive to meet the constantly changing needs of our customers. Our sales force continuously evaluates our customers’ needs in order to design solutions to meet those requirements. We then work directly with our vendor partners to increase the breadth and quality of our available product lines specifically based on our customers’ needs. This enables us to offer the latest and best available commercial off-the-shelf products.
 
  •  Increase Demand for our Value-Added Supply Chain Solutions.   We intend to further develop and drive demand for our customer-centric, value-added supply chain solutions and to focus on expanding our kitting and assembly and large integration programs. These solutions increase the readiness and


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  effectiveness of our customers, which we believe will increase demand for the products and related services we offer.
 
Increase the Number, Size and Scope of our Contractual Procurement Vehicles.   In order to enhance the flexibility, we will continue to compete strategically for new contractual procurement vehicles. We are actively pursuing a number of contractual procurement vehicles that are currently in the development stage.
 
Add New Categories of Customers Outside of our Traditional Markets.   We believe that we are well positioned to forge new relationships with potential customers who are not yet material to our operations, including the Department of Homeland Security and other federal agencies. Furthermore, we believe there are opportunities to provide the products and related services we offer in the U.S.-assisted equipping of allied foreign militaries and security services.
 
Pursue Selected Acquisitions.   We may supplement our organic growth by pursuing selected acquisitions aimed at augmenting our contractual procurement vehicle portfolio, broadening and diversifying our customer base, expanding our product offerings and vendor network or increasing our geographic presence.
 
Recent Transactions
 
On March 25, 2011, in a transaction exempt from registration under the Securities Act, we issued $275.0 million of 11.00% senior secured notes due 2018, which we refer to as the “senior secured notes.” Concurrently with the closing of the offering of the senior secured notes, we amended and restated our senior secured revolving credit facility to, among other things, permit the offering of the senior secured notes and to permit distributions to our stockholders. The proceeds from the offering of the senior secured notes, along with amounts drawn from our senior secured revolving credit facility, were used (1) to make a distribution of $217.1 million to our stockholders, (2) to repay our 2010 senior secured term loan facility, which we refer to as our “term loan facility,” (3) to pay cash bonuses, which we refer to as “transaction bonuses,” to certain members of our senior management in an amount not to exceed $9.0 million, $6.6 million of which was paid upon consummation of the offering of the senior secured notes and the remainder of which will be paid upon the earlier of (x) the consummation of this offering and (y) December 31, 2011, and (4) to pay related transaction fees and expenses. In this prospectus, we refer to the offering of the senior secured notes, the repayment of our term loan facility, the distribution to our stockholders, the amendment and restatement of our senior secured revolving credit facility, the write-off of deferred financing costs in connection with the repayment of our term loan facility, the payment of the transaction bonuses and the payment of fees and expenses in connection with the foregoing transactions collectively as the “refinancing transactions.” See “Description of Certain Indebtedness.”
 
Risk Factors
 
An investment in our common stock involves substantial risks and uncertainties. We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, results of operations and financial condition. See “Risk Factors” beginning on page 12 for a discussion of the material risks that prospective purchasers should consider before investing in our common stock. Some of the more significant risks relating to our business include, among others:
 
  •  our business is dependent on maintaining our relationships with our customers and developing relationships with new customers;
 
  •  we are a government contractor and rely on U.S. government entities for substantially all of our sales;
 
  •  the Special Operational Equipment Tailored Logistics Support Program, or “Spec Ops TLS,” contract representing approximately 44% of our total net sales for the three months ended March 31, 2011, is up for renewal in March 2012, and the Generation III Extended Cold Weather Clothing System, or “GEN III,” contract representing approximately 19% of our total net sales for the three months ended March 31, 2011, is currently in the final year of its five-year term, expiring on November 20, 2011;
 
  •  our business is dependent on maintaining our relationships with key vendors and developing relationships with new vendors;
 
  •  we are dependent on the performance of our vendors in meeting the needs of our customers;


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  •  we are subject to extensive laws and regulations as a result of our status as a government contractor and as a result of the products we sell and the business we conduct abroad;
 
  •  we are dependent on receiving distributions from our subsidiaries due to our status as a holding company;
 
  •  we are exempt from certain corporate governance requirements as a result of our status as a “controlled company” within the meaning of the New York Stock Exchange rules;
 
  •  upon completion of this offering, the selling stockholders will continue to own a majority of our common stock and therefore will continue to have significant influence over matters submitted to a stockholder vote; and
 
  •  our substantial indebtedness could adversely affect our financial flexibility and our competitive position.
 
 
Additional Information
 
We were originally incorporated in Virginia in 1997. We are currently a subchapter S corporation under the rules and regulations of the Internal Revenue Service. As a result, income taxes attributable to our federal and state income are payable by our stockholders. Distributions have been paid to stockholders to fund their tax obligations related to their ownership of ADS Tactical, Inc.
 
In connection with this offering, we will convert to a subchapter C corporation. In connection with our conversion from a subchapter S corporation to a subchapter C corporation, we will record a tax benefit (estimated to be approximately $500,000 as if the conversion occurred on March 31, 2011) to recognize deferred taxes.
 
Our principal executive offices are located at 621 Lynnhaven Parkway, Suite 400, Virginia Beach, Virginia 23452. Our telephone number is (757) 481-7758. Our website address is http://www.adsinc.com . Information on our website is not considered part of this prospectus.


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The Offering
 
Issuer
ADS Tactical, Inc.
 
Shares of common stock offered by us
9,000,000 shares.
 
Shares of common stock offered by the selling stockholders
3,000,000 shares.
 
Common stock to be outstanding after this offering
53,442,000 shares.
 
Option to purchase additional shares
1,800,000 shares offered by the selling stockholders.
 
Use of proceeds
We estimate that the net proceeds to us from this offering, after deducting underwriting discounts, will be approximately $142.3 million, assuming the common stock is offered at $17.00 per share, the midpoint of the range set forth on the cover page of this prospectus. We intend to use the net proceeds from this offering (1) to exercise our option to redeem 35%, or $96.3 million, of our outstanding senior secured notes at an aggregate redemption price of $106.8 million, or 111% of the principal amount thereof, and (2) to repay $35.5 million in principal amount outstanding under our senior secured revolving credit facility. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders. See “Use of Proceeds.”
 
Risk factors
See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.
 
Listing
We have applied to have our common stock listed on the New York Stock Exchange under the trading symbol “ADSI.”
 
Conflicts of interest
We intend to use a portion of the proceeds from this offering to redeem a portion of our outstanding senior secured notes and to repay a portion of the amounts outstanding under our senior secured revolving credit facility. See “Use of Proceeds.” As a result of these payments, Wells Fargo Securities, LLC and its affiliates will receive a portion of the net proceeds from this offering. Accordingly, this offering will be conducted in compliance with the applicable provisions of FINRA Rule 5121 of Financial Industry Regulatory Authority, or FINRA. See “Conflicts of Interest.”
 
Except as otherwise indicated, all information in this prospectus:
 
  •  excludes restricted stock unit and option grants expected to occur concurrently with the consummation of this offering and all shares reserved for future issuance pursuant to our 2011 Equity Incentive Award Plan (see “Executive Compensation—New Executive Compensation Plans—2011 Incentive Award Plan”);
 
  •  gives effect to the filing of our amended and restated certificate of incorporation, effecting a 300-for-1 stock split with respect to our common stock; and
 
  •  assumes no exercise by the underwriters of their option to purchase 1,800,000 additional shares from the selling stockholders in this offering. See “Principal and Selling Stockholders.”


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Summary Consolidated Financial and Other Data
 
The following tables summarize the consolidated financial and other data for our business, as well as certain pro forma information that gives effect to our conversion from a subchapter S corporation to a subchapter C corporation as if it occurred on January 1 of each period. In addition, certain pro forma, as adjusted information gives effect to the refinancing transactions and the use of proceeds from this offering. You should read this summary consolidated financial and other data in conjunction with “Use of Proceeds,” “Capitalization,” “Selected Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes, all included elsewhere in this prospectus.
 
We derived the consolidated statements of operations data for the years ended December 31, 2008, 2009 and 2010 from our audited consolidated financial statements. Our audited consolidated financial statements as of December 31, 2009 and 2010 and for the fiscal years ended December 31, 2008, 2009 and 2010 have been included elsewhere in this prospectus. The unaudited condensed consolidated statements of operations data for the three months ended March 31, 2010 and 2011, and the unaudited condensed consolidated balance sheet data as of March 31, 2011, have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited information on the same basis as the audited consolidated financial statements and have included, in our opinion, all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of the financial information set forth in those statements. Our results of operations for the three months ended March 31, 2011, are not necessarily indicative of the results to be obtained for the full fiscal year.
 


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    Year Ended
    Three Months Ended
 
    December 31,     March 31,  
    2008     2009     2010     2010     2011  
                      (unaudited)  
    (In thousands, except per share and employee data)  
 
Consolidated Statements of Operations Data:
                                       
Net sales
  $ 660,535     $ 932,177     $ 1,330,840     $ 292,283     $ 343,917  
Costs and Expenses:
                                       
Cost of goods sold
    572,992       809,117       1,166,391       258,853       302,691  
Selling, general and administrative
    44,323       60,897       80,945       15,568       28,121  
Intangible asset impairment
          2,996                    
Income from operations
    43,220       59,167       83,504       17,862       13,105  
Interest income
    225       84       127       47       28  
Interest expense
    (1,481 )     (1,401 )     (5,388 )     (780 )     (2,342 )
Write-off of deferred financing costs
                            (1,536 )
                                         
Net income
    41,964       57,850       78,243       17,129       9,255  
                                         
Net income attributable to common stockholders
  $ 42,010     $ 57,709     $ 77,282     $ 16,737     $ 9,112  
                                         
Pro Forma Data (unaudited) (1) :
                                       
Pro forma provision for income taxes
  $ 16,594     $ 22,795     $ 30,913     $ 6,611     $ 3,554  
Pro forma net income
    25,370       35,055       47,330       10,518       5,701  
Pro forma net income attributable to common stockholders
    25,416       34,914       46,369       10,126       5,558  
Pro forma net income per common share after giving effect to stock split:
                                       
Basic
  $ 0.57     $ 0.79     $ 1.04     $ 0.23     $ 0.13  
Diluted
    0.57       0.79       1.04       0.23       0.13  
Pro forma weighted average shares outstanding after giving effect to stock split:
                                       
Basic
    44,442       44,442       44,442       44,442       44,442  
Diluted
    44,442       44,442       44,442       44,442       44,442  
Pro Forma, As Adjusted Data (unaudited) (2) :
                                       
Pro forma, as adjusted interest expense
  $ 24,483           $ 6,109  
Pro forma, as adjusted net income before income taxes
    59,148             5,488  
Pro forma, as adjusted provision for income taxes
    23,275             2,085  
Pro forma, as adjusted net income
    35,873             3,403  
Pro forma, as adjusted net income attributable to common stockholders
    34,912             3,260  
Pro forma, as adjusted net income per common share attributable to common stockholders:
                       
Basic
  $ 0.65           $ 0.06  
Diluted
    0.65             0.06  
Pro forma, as adjusted weighted average common shares outstanding:
                                       
Basic
    53,442             53,442  
Diluted
    53,442             53,442  
Other Data:
                                       
Net cash provided by operating activities
  $ 15,893     $ 35,291     $ 31,742     $ 12,510     $ 31,817  
Net cash used in investing activities
    (14,888 )     (6,586 )     (2,947 )     (1,520 )     (1,226 )
Net cash provided by (used in) financing activities
    492       (29,547 )     (27,340 )     (11,065 )     (31,463 )
Depreciation and amortization
    2,049       2,140       974       249       469  
Sales representatives at end of period (3)
    87       118       166       140       185  
Capital expenditures
  $ 8,297     $ 9,181     $ 3,387     $ 781     $ 1,371  
EBITDA (4)
    45,269       61,307       84,478       18,111       13,574  
 

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    As of March 31, 2011
    Actual    As Adjusted (5)
    (unaudited)
    (In thousands)
 
Consolidated Balance Sheet Data:
               
                 
Cash and cash equivalents
  $ 1,938     $ 1,938  
Working capital
    53,957       84,246  
Total debt
    355,698       223,995  
Total stockholders’ deficit
    (203,162 )     (78,748 )
 
 
(1) We historically have been treated as a subchapter S corporation for U.S. federal income tax purposes. As a result, our income has not been subject to U.S. federal income taxes or state income taxes in those states where S corporation status is recognized. In general, the corporate income or loss of a subchapter S corporation is allocated to its stockholders for inclusion in their personal federal income tax returns and state income tax returns in those states where S corporation status is recognized. In connection with this offering, we will convert from a subchapter S corporation to a subchapter C corporation. Pro forma provision for income taxes reflects combined federal and state income taxes on a pro forma basis, as if we had been taxed as a subchapter C corporation, using an effective tax rate of 39.5% for 2008 and 2009, and an effective tax rate of 40.0% for 2010. The effective tax rates used for the three month periods ended March 31, 2010 and 2011 were 39.5% and 39.0%, respectively.
 
  Pro forma net income reflects historical net income before income taxes less the pro forma provision for income taxes. Pro forma net income does not give effect to the refinancing transactions or the use of proceeds from this offering.
 
(2) Pro forma, as adjusted data give effect to the following transactions as if they had occurred on January 1, 2010: (a) this offering and the use of proceeds therefrom, (b) our conversion from a subchapter S corporation to a subchapter C corporation, using an effective tax rate of 40.0% for the year ended December 31, 2010, and 39.0% for the three months ended March 31, 2011, and (c) the refinancing transactions.
 
  Pro forma, as adjusted net income for the year ended December 31, 2010 and the three months ended March 31, 2011, does not include adjustments to historical amounts as reflected for the write-off of deferred financing costs in connection with the refinancing transactions, or the payment of the cash bonuses in connection with the refinancing transactions, and does not include adjustments for the 11% prepayment premium in an aggregate amount of $10.6 million for the optional redemption of 35%, or $96.3 million, of our outstanding senior secured notes as a result of the use of proceeds from this offering and the write-off of approximately $2.6 million of related deferred financing costs.
 
  The following is a reconciliation of historical net income to pro forma, as adjusted net income for the year ended December 31, 2010 and the three months ended March 31, 2011:
 
                 
    Year Ended
    Three Months Ended
 
    December 31, 2010     March 31, 2011  
    (unaudited)  
    (In thousands)  
 
Net income
  $ 78,243     $ 9,255  
Net increase in interest expense (a)
    (19,095 )     (3,767 )
                 
Pro forma, as adjusted net income before income taxes
    59,148       5,488  
                 
Pro forma, as adjusted provision for income taxes (b)
    23,275       2,085  
                 
Pro forma, as adjusted net income
    35,873       3,403  
                 
Pro forma, as adjusted net income attributable to common stockholders
  $ 34,912     $ 3,260  
                 

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(a) The following is a reconciliation of historical interest expense to pro forma, as adjusted interest expense for the year ended December 31, 2010 and the three months ended March 31, 2011:
 
                 
    Year Ended
    Three Months Ended
 
    December 31, 2010     March 31, 2011  
    (unaudited)  
    (In thousands)  
 
Interest expense
  $ 5,388     $ 2,342  
Net increase resulting from the refinancing transactions (i)
    31,474       6,862  
Net decrease resulting from the use of proceeds of this offering (ii)
    (12,379 )     (3,095 )
                 
Pro forma, as adjusted interest expense
  $ 24,483     $ 6,109  
                 
 
 
(i) Reflects the difference in interest expense between the historical amounts incurred under our term loan facility and senior secured revolving credit facility, including the amortization of deferred financing costs, and the interest expense that would have been incurred under our 11.00% senior secured notes due 2018 and our amended and restated senior secured revolving credit facility (based on the historical interest expense attributable to our senior secured revolving credit facility, plus the interest expense related to the additional amounts drawn under our amended and restated senior secured revolving credit facility upon consummation of the refinancing transactions of $3.5 million at an assumed interest rate of 4.5% for both the year ended December 31, 2010 and the three months ended March 31, 2011, which was the interest rate in effect upon the consummation of the refinancing transactions), assuming the refinancing transactions were consummated on January 1, 2010. The adjustment to interest expense resulting from the refinancing transactions includes the amortization of deferred financing costs incurred in connection with the refinancing transactions.
 
(ii) Reflects the reduction in interest expense, assuming a 4.5% interest rate attributable to borrowings repaid under our senior secured revolving credit facility, after giving effect to the refinancing transactions as if they had occurred on January 1, 2010, as a result of the use of a portion of the proceeds from this offering to repay amounts outstanding under our senior secured notes and our senior secured revolving credit facility, assuming this offering was consummated on January 1, 2010. See “Use of Proceeds.” In the event the net proceeds to us from this offering are increased/(decreased) as a result of an increase/(decrease) in the initial public offering price per share, we will correspondingly increase/(decrease) the amount we will repay under our senior secured revolving credit facility. A $1.00 increase/(decrease) in the assumed initial public offering price of $17.00 per share, the midpoint of the range set forth on the cover page of this prospectus, would decrease/(increase) the pro forma, as adjusted interest expense by $0.3 million on an annual basis, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.
 
(b) Reflects $23.3 million and $2.1 million in income taxes for the year ended December 31, 2010 and the three months ended March 31, 2011, respectively, on a pro forma, as adjusted basis after giving effect to the increase in interest expense as a result of the refinancing transactions described above, as a result of our conversion from a subchapter S corporation to a subchapter C corporation, using an effective tax rate of 40.0% for the year ended December 31, 2010, and 39.0% for the three months ended March 31, 2011.
 
(3) Does not include those members of our sales force who primarily serve our state and local law enforcement customers, which were 10, 14 and 14 members of our sales force as of December 31, 2008, 2009 and 2010, respectively, and 12 members of our sales force as of March 31, 2011, because these members perform fundamentally different functions in the sales process than the other members of our sales force. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Components of Our Consolidated Statements of Operations—Net Sales.”
 
(4) We define EBITDA as net income before interest expense, provision for income taxes and depreciation and amortization. EBITDA is not a measure of financial performance under U.S. GAAP and should not


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be considered as an alternative to net income as a measure of performance. Because EBITDA is not a measurement determined in accordance with U.S. GAAP and is susceptible to varying calculations, EBITDA, as presented, may not be comparable to other similarly titled measures presented by other companies. We believe that EBITDA is a useful financial metric to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business, as well for providing a comparison of our operating performance to that of other companies in our industry.
 
We use EBITDA in a number of ways, including:
 
  •  for planning and budgeting purposes;
 
  •  to evaluate the effectiveness of our business strategies;
 
  •  in communications with our board of directors concerning our consolidated financial performance; and
 
  •  to determine management’s compensation.
 
The following table reconciles net income, the most directly comparable GAAP financial measure, to EBITDA for the periods presented:
 
                                         
    Year Ended
    Three Months Ended
 
    December 31,     March 31,  
    2008     2009     2010     2010     2011  
                      (unaudited)  
    (In thousands)  
 
Net income
  $ 41,964     $ 57,850     $ 78,243     $ 17,129     $ 9,255  
Interest expense, net(a)
    1,256       1,317       5,261       733       3,850  
Depreciation and amortization
    2,049       2,140       974       249       469  
                                         
EBITDA(b)
  $ 45,269     $ 61,307     $ 84,478     $ 18,111     $ 13,574  
                                         
 
 
(a)
Interest expense, net for the year ended December 31, 2010 includes amortization of deferred financing costs of $537,143. Interest expense, net for the three months ended March 31, 2011 includes amortization of deferred financing costs of $301,853 and the write-off of deferred financing costs as a result of the refinancing transactions of $1.5 million.
 
(b)
For the year ended December 31, 2009, EBITDA was negatively impacted by a write off of approximately $3.0 million related to our acquisition of MAR-VEL International, Inc. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Acquisition of MAR-VEL International, Inc.” In addition, for the year ended December 31, 2010 and the three months ended March 31, 2010 and 2011, EBITDA was negatively impacted by costs consisting principally of legal, accounting and other professional fees incurred in connection with this offering and the pursuit of other strategic opportunities and financings.
 
EBITDA has limitations as an analytical tool and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. See “Non-GAAP Financial Measures.”
 
(5) As adjusted balance sheet data assumes that the net proceeds to us from this offering, after deducting underwriting discounts, will be approximately $142.3 million, assuming the common stock is offered at $17.00 per share, the midpoint of the range set forth on the cover page of this prospectus and gives effect to (a) the use of proceeds from this offering (1) to exercise our option to redeem 35%, or $96.3 million, of our outstanding senior secured notes at an aggregate redemption price of $106.8 million, or 111% of the principal amount thereof, and (2) to repay $35.5 million in principal amount outstanding under our senior secured revolving credit facility and (b) the accrual of the remainder of the transaction bonuses in the amount of $2.4 million upon the consummation of this offering and an additional estimated $2.7 million, assuming the common stock is offered at $17.00 per share, the midpoint of the range set forth on the cover page of this prospectus, for a bonus in connection with this offering. As adjusted balance sheet data does not give effect to the distribution to our stockholders of $5.7 million made in April 2011, and the distributions to our stockholders of $3.5 million made in June 2011, principally related to estimated taxes for the first and second quarters of 2011, as well as a final distribution in the amount of approximately $0.7 million that we expect to make in connection with our conversion to a subchapter C corporation. See “—Recent Transactions,” “Use of Proceeds” and “Capitalization.”


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RISK FACTORS
 
Purchasing our common stock in this offering involves a high degree of risk. You should carefully consider the following factors, in addition to the other information contained in this prospectus, in deciding whether to invest in our common stock. This prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include those discussed below.
 
Risks Related to Our Business
 
If we are unable to maintain our relationships with our customers or are unable to develop relationships with new customers, it could adversely affect our operating performance and our ability to generate cash flow to fund our operations.
 
Sales of the products and related services we offer to our five largest customers amounted to 48% and 47% of our net sales for the year ended December 31, 2010 and the three months ended March 31, 2011, respectively. For the year ended December 31, 2010, our three largest customers were the U.S. Army’s Natick Soldier Systems, the United States Army Research, Development and Engineering Command, and the Defense Logistics Agency Troop Support (formerly the Defense Supply Center Philadelphia), or DLATS, which generated approximately 24%, 8% and 7% of our sales, respectively. For the three months ended March 31, 2011, our three largest customers were the U.S. Army’s Natick Soldier Systems, the United States Army Research, Development and Engineering Command, and DLATS, which generated approximately 24%, 9% and 5% of our sales, respectively.
 
In addition to being our third largest customer, DLATS is the agency that awarded us the Spec Ops TLS contract and the Fire and Emergency Services Tailored Logistics Support contract, or FES TLS, contract. Many of our customers other than DLATS use the Spec Ops TLS contract and/or the FES TLS contract as the contractual procurement vehicle that results in sales recorded by us. However, the authority to award actual purchase orders in these situations always resides with DLATS. Accordingly, DLATS awards us certain purchase orders for products which are requisitioned by, and provided to, third-parties that we consider to be customers. For each of the year ended December 31, 2010 and the three months ended March 31, 2011, sales to DLATS as a customer combined with sales to other customers which were awarded to us by DLATS under our Spec Ops TLS contract or our FES TLS contract represent 48% of our sales.
 
Among the key factors in maintaining our relationships with federal government agencies is our performance on individual contracts and purchase orders and the strength of our professional reputation. The loss of, or deterioration in, our relations with one or more of our significant customers or our inability to develop relationships with new customers would adversely affect our business, results of operations and financial condition.
 
We rely on U.S. government entities for substantially all of our sales. A loss of or a failure to obtain new contractual procurement vehicles could adversely affect our operating performance and our ability to generate cash flow to fund our operations.
 
We generate substantially all of our sales from contracts with the U.S. government and its agencies, primarily the agencies and offices within the Department of Defense. For each of the year ended December 31, 2010 and the three months ended March 31, 2011, approximately 97% of our net sales were derived directly or indirectly from sales to U.S. government agencies, including approximately 88% and 89%, respectively, to agencies and offices within the Department of Defense. We expect that Department of Defense contracts will continue to be our primary source of sales for the foreseeable future. The continuation and renewal of our existing government contracts and new government contracts are, among other factors, contingent upon the availability of adequate funding for various U.S. government agencies, including the Department of Defense. The loss or significant curtailment of our material government contracts, or our failure to renew existing contracts or enter into new contracts would adversely affect our business, results of operations and financial condition.


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Total sales under our Spec Ops TLS contract amounted to approximately 44% of our total net sales for each of the year ended December 31, 2010 and the three months ended March 31, 2011. Total sales under our GEN III contract amounted to approximately 19% of our total net sales for each of the year ended December 31, 2010 and the three months ended March 31, 2011. Our GEN III contract typically contributes an equal amount to our sales each month. Sales under our three federal supply schedules with the U.S. General Services Administration aggregated approximately 9% and 7% of our total net sales for the year ended December 31, 2010 and the three months ended March 31, 2011, respectively. Sales under one or more of these contracts could end for a number of reasons, including the completion of the customer’s requirements, the completion or early termination of our current contract, the consolidation of our work into another contract where we are not the holder of that contract, or the loss of a competitive bid for the follow-on work related to our current contract. For example, our GEN III contract is currently in the final year of its five-year term, expiring on November 20, 2011 and our Spec Ops TLS contract, which was recently renewed for an additional one-year period, is up for another option year renewal in March 2012. If the GEN III contract or the Spec Ops TLS contract is not continued, or if they are re-competed and awarded to another bidder, we would no longer have any sales under these contracts. The occurrence of any of these events could adversely affect our business, results of operations and financial condition.
 
Changes in the spending policies or budget priorities of the U.S. government, and the Department of Defense in particular, or delays in the passage of the U.S. government budget, could cause us to lose sales.
 
Changes in U.S. government spending could affect our operating performance and lead to an unexpected loss of sales. The loss or significant reduction in funding by the Department of Defense for any of the large programs in which we participate could also result in a material decrease to our future sales, earnings and cash flows. Congress usually appropriates funds to procuring agencies, such as the Department of Defense, who then allocate funds for a given program or contract on a September 30 fiscal year basis, even though contract periods of performance may extend over many years. Consequently, at the beginning of a program, the contract may be only partially funded, with additional monies committed to the contract by the procuring agency only as appropriations are made by Congress for future fiscal years. The factors that could impact U.S. government spending and reduce our federal government contracting business include:
 
  •  policy and/or spending changes implemented by the current administration;
 
  •  a significant decline in, or reallocation of, spending by the U.S. government, in general, or by the Department of Defense, in particular;
 
  •  changes, delays or cancellations of U.S. government programs, requirements or policies;
 
  •  the adoption of new laws or regulations that affect companies that provide services to the U.S. government;
 
  •  U.S. government shutdowns or other delays in the government appropriations process;
 
  •  curtailment of the U.S. government’s outsourcing of procurement and logistics services to private contractors;
 
  •  changes in the political climate, including with regard to the funding or operation of the products and related services we offer;
 
  •  developments in Iraq or Afghanistan, including the sustained withdrawal of troops, or other geopolitical developments that affect demand for our services and the products we offer; and
 
  •  general economic conditions, including a slowdown in the economy or unstable economic conditions in the United States or in the countries in which we operate.
 
These or other factors could cause U.S. government agencies to reduce their purchases under our contracts, to exercise their right to terminate our contracts in whole or in part, or decline to exercise options to renew our contracts.


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A delay in the passage of the U.S. government’s budget could delay procurement of the services and solutions we provide and have an adverse effect on our future sales. In years when the U.S. government does not complete its budget process before the end of its fiscal year on September 30, government operations are typically funded pursuant to a “continuing resolution” that authorizes agencies of the U.S. government to continue to operate, but does not authorize new spending initiatives. When the U.S. government operates under a continuing resolution, government agencies may delay or cancel funding we expect to receive from customers on work we are already performing and new initiatives and programs are likely to be delayed or cancelled, which could materially adversely affect our business, results of operations and financial condition.
 
Federal government contracts contain provisions giving government customers a variety of rights that are unfavorable to us, including the ability to terminate a contract at any time for convenience.
 
Federal government contracts contain provisions and are subject to laws and regulations that give the government rights and remedies not typically found in commercial contracts. These provisions may allow the government to:
 
  •  terminate existing contracts for convenience, as well as for default;
 
  •  reduce orders under contracts or subcontracts;
 
  •  cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable;
 
  •  decline to exercise an option to renew a multi-year contract;
 
  •  suspend or debar us from doing business with the federal government or with a governmental agency;
 
  •  prohibit future procurement awards with a particular agency as a result of a finding of an organizational conflict of interest based upon prior related work performed for the agency that would give a contractor an unfair advantage over competing contractors;
 
  •  subject the award of contracts to protest by competitors, which may require the contracting agency or department to suspend our performance pending the outcome of the protest;
 
  •  claim rights in products and systems produced by us; and
 
  •  control or prohibit the export of the products and related services we offer.
 
If the U.S. government terminates a contract for convenience, we may recover only our incurred or committed costs, settlement expenses and profit on work completed prior to the termination. If the government terminates a contract for default, we may not even recover those amounts and instead may be liable for excess costs incurred by the government in procuring undelivered items and services from another source. Our contracts with foreign governments generally contain similar provisions relating to termination at the convenience of the customer.
 
Some of our U.S. government contracts have an initial term of two years with multiple option periods, exercisable at the discretion of the government at previously negotiated prices. The government is not obligated to exercise any option under a contract. Furthermore, the government is typically required to open all programs to competitive bidding and, therefore, may not automatically renew a contract. In addition, at the time of completion of any of our government contracts, the contract is frequently required to be re-opened to competitive bidding.
 
If one of our government customers were to unexpectedly terminate, cancel or decline to exercise an option to renew one or more of our significant contracts or programs, our failure to replace sales generated from such contracts would result in lower sales and have an adverse effect on our earnings, which would adversely affect our business, results of operations and financial condition.


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We depend on our relationships with key vendors. If we are not able to maintain these relationships, our net sales, profitability and growth prospects could be adversely affected.
 
The success of our business depends to a large extent on our strategic relationships with key vendors and our ability to maintain a sufficient supply of products to meet our customers’ needs. In 2010, our top ten vendors accounted for approximately 52% of the products we purchased for resale, and no vendor accounted for over 11% of the products we purchased for resale. Our relationships with our vendors can be terminated by either party at any time. If we lost a vendor and were unable to substitute products from another vendor, it would adversely affect our business, results of operations and financial condition.
 
Additionally, we have instituted a preferred vendor program, comprised of approximately 300 vendors in an effort to secure preferential terms and support. We rely on these preferred vendor relationships in order to improve the likelihood of winning bids for new contractual procurement vehicles, to win orders under existing contractual procurement vehicles. In the event that we are unable to maintain those preferred vendor relations, the loss of preferential terms and support would adversely affect our business, results of operations and financial condition.
 
If our vendors do not meet our needs or expectations, or those of our customers, our business would suffer.
 
The success of our business depends on our reputation for providing logistics and supply chain solutions. The products we provide to customers are purchased from approximately 1,400 active vendors (in the past 24 months). We do not manufacture any of the products we provide to our customers and we rely on third-party vendors to deliver the products that we sell to our clients. As a result, we do not directly control the manufacturing or availability of the products provided by our vendors. If our vendors do not meet our needs or expectations, or those of our customers, our professional reputation may be damaged and our business would be harmed.
 
Supply interruptions could arise from shortages of raw materials, labor disputes or weather conditions affecting vendors’ production, transportation disruptions, or other reasons beyond our control. We may have disputes with our vendors arising from, among other things, the quality of products and services or customer concerns about the vendor. If any of our vendors fail to timely meet their contractual obligations or have regulatory compliance or other problems, our ability to fulfill our obligations may be jeopardized. Economic downturns can adversely affect a vendor’s ability to manufacture or deliver products. Further, vendors may also be enjoined from manufacturing and distributing products to us as a result of litigation filed by third parties, including intellectual property litigation. If we were to experience difficulty in obtaining certain products, there could be an adverse effect on our results of operations and on our customer relationships and our reputation. Additionally, our key vendors could also increase pricing of their products, which could negatively affect our ability to win contracts by offering competitive prices, which, in turn, would adversely affect our business, results of operations and financial condition.
 
We generate substantially all of our sales from contracts awarded through competitive procurement processes, which can impose significant costs upon us and negatively impact our results of operations and financial condition.
 
We generate substantially all of our sales from federal government contracts that are awarded through a competitive procurement process. Competitive procurement imposes significant costs and presents a number of risks to us, including:
 
  •  the substantial cost and managerial time and effort that we spend to prepare bids and proposals for contracts that may not be awarded to us and schedules that may not be used; and
 
  •  the expense and delay that we may face if our competitors protest or challenge our contract awards, and the risk that any such protest or challenge could result in the rebidding of offers, or in termination, reduction or modification of the awarded contract.
 
The government contracts for which we compete typically have multiple option periods, and if we fail to win a contract or fail to perform under a contract, we generally will be unable to compete again for that contract for several years. Because of the nature of our business, we could lose contracts to competitors


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during recompete periods. Additionally, some contracts reach the end of their terms as projects are completed, funding is terminated or the contract ceiling is reached. If we fail to win new contracts, receive renewal options or continue with an existing contract upon recompetition, it may result in additional costs and expenses and loss of sales, and we will not have an opportunity to compete for these contract opportunities again until such contracts expire.
 
Many of our U.S. government customers spend their procurement budgets through multiple-award contracts, under which we are required to compete among the awardees for post-award orders. Failure to win post-award orders could affect our ability to increase our sales.
 
The U.S. government can select multiple winners under multiple-award contracts, federal supply schedules and other agency-specific indefinite quantity and indefinite delivery contracts, as well as award subsequent purchase orders among such multiple winners. This means that there is no guarantee that these indefinite quantity and indefinite delivery, multiple-award contracts will result in the actual orders equal to the ceiling value under the contract, or result in any actual orders. We are only eligible to compete for work (purchase orders and delivery orders) as an awardee pursuant to government-wide acquisition contracts already awarded to us. Our failure to compete effectively in this procurement environment could reduce our sales, which would adversely affect our business, results of operations and financial condition.
 
Our failure to comply with a variety of complex procurement rules and regulations could damage our reputation and result in our being liable for penalties, including termination of our U.S. government contracts, disqualification from bidding on future U.S. government contracts, suspension or debarment from U.S. government contracting.
 
We must comply with laws and regulations relating to the formation, administration and performance of U.S. government contracts, which affect how we do business with our customers and may impose added costs on our business. Some significant laws and regulations that affect us include:
 
  •  the Federal Acquisition Regulation, or “FAR,” and supplements, which regulate the formation, administration and performance of U.S. government contracts;
 
  •  the Truth in Negotiations Act, which requires certification and disclosure of cost and pricing data in connection with certain contract negotiations;
 
  •  the Civil False Claims Act, which provides for substantial civil penalties for violations, including for submission of a false or fraudulent claim to the U.S. government for payment or approval;
 
  •  the Procurement Integrity Act, which requires evaluation of ethical conflicts surrounding procurement activity and establishing certain employment restrictions for individuals who participate in the procurement process; and
 
  •  the Small Business Act and the Small Business Administration, or the “SBA,” size status regulations, which regulate eligibility for performance of government contracts which are set-aside for, or a preference is given in the evaluation process if awarded to, specific types of contractors such as small businesses and minority-owned businesses.
 
The FAR and many of our U.S. government contracts contain organizational conflicts of interest clauses that may limit our ability to compete for or perform certain other contracts. Organizational conflicts of interest arise when we engage in activities that provide us with an unfair competitive advantage. A conflict of interest issue that precludes our competition for or performance on a significant program or contract could harm our prospects and negative publicity about a conflict of interest issue could damage our reputation.
 
Any failure to comply with applicable laws and regulations could result in contract termination, damage to our reputation, price or fee reductions or suspension or debarment from contracting with the government, each of which could materially adversely affect our business, results of operations and financial condition.
 
In addition, the U.S. government may revise existing contract rules and regulations or adopt new contract rules and regulations at any time and may also face restrictions or pressure regarding the type and amount of services it may obtain from private contractors. Congressional legislation and initiatives dealing with


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mitigation of potential conflicts of interest, procurement reform and shifts in the buying practices of U.S. government agencies resulting from those proposals could have adverse effects on government contractors, including us. Any of these changes could impair our ability to obtain new contracts or renew contracts under which we currently perform when those contracts are eligible for recompetition. Any new contracting methods could be costly or administratively difficult for us to implement, which would adversely affect our business, results of operations and financial condition.
 
Our growth strategy requires us to hire qualified employees in order to expand our sales force. If we fail to attract and retain skilled personnel, our ability to maintain and grow our business could be limited.
 
Our business involves the development of tailored solutions for our customers, a process that relies heavily upon the expertise and services of our employees. Our continued success depends on our ability to recruit and retain highly trained sales personnel who preferably have military experience and who work well with our military and federal civilian government customers. Many of our sales personnel are former members of the military and have specific knowledge of and experience with our federal government customers’ operations, and we obtain some of our contracts based on that knowledge and experience. The loss of services of key personnel could impair our ability to win new business. Competition for personnel in the military industry is intense, and recruiting, training and retention costs place significant demands on our resources. If we are unable to recruit and retain a sufficient number of qualified employees, in particular, highly trained sales personnel, our ability to maintain and grow our business would be limited.
 
Our business is subject to reviews, audits and price adjustments by the U.S. government, which, if resolved unfavorably to us, would adversely affect our business, results of operations and financial condition.
 
U.S. government agencies, including the Department of Defense and others, routinely audit and review a contractor’s performance on government contracts, indirect rates and pricing practices, and compliance with applicable contracting and procurement laws, regulations and standards. Based on the results of such audits, the auditing agency is authorized to adjust our unit prices if the auditing agency does not find them to be “fair and reasonable.” The auditing agency is also authorized to require us to refund any excess proceeds we received on a particular item over its final adjusted unit price.
 
The Department of Defense, in particular, also reviews the adequacy of, and compliance with, our internal control systems and policies, including our purchasing, accounting, financial capability, pricing, labor pool, overhead rate and management information systems. Our failure to obtain an “adequate” determination of our various accounting and management internal control systems from the responsible U.S. government agency could significantly and adversely affect our business, including our ability to bid on new contracts and our competitive position in the bidding process. Failure to comply with applicable contracting and procurement laws, regulations and standards could also result in the U.S. government imposing penalties and sanctions against us, including suspension of payments and increased government scrutiny that could delay or adversely affect our ability to invoice and receive timely payment on contracts or perform contracts, or could result in suspension or debarment from competing for contracts with the U.S. government. In addition, we could suffer serious harm to our reputation if allegations of impropriety were made against us, whether or not true.
 
If, as the result of an adverse audit finding, we were suspended or prohibited from contracting with the U.S. government, or any significant U.S. government agency, if our reputation or relationship with U.S. government agencies was impaired or if the U.S. government otherwise ceased doing business with us or significantly decreased the amount of business it does with us, it would adversely affect our business, results of operations and financial condition.
 
Our sales will be adversely affected if we fail to receive renewal or follow-on contracts.
 
Renewal and follow-on contracts are important because our contracts are typically for fixed terms. The typical term of our contracts with the U.S. government is between one and two base years, with three to four option years following. In particular, our GEN III contract is currently in the final year of its five-year term


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and our Spec Ops TLS contract, which was recently renewed for an additional one-year period, is up for another option year renewal in March 2012. If the GEN III contract or the Spec Ops TLS contract is not continued, or if they are re-competed and awarded to another bidder, we would no longer have any sales under these contracts. The loss of sales from our possible failure to obtain renewal or follow-on contacts would adversely affect our business, results of operations and financial condition.
 
Our sales abroad to U.S. customers and to certain foreign customers expose us to risks associated with operating internationally.
 
Our sales abroad to non-U.S. customers outside of the United States currently generate a limited portion of our total net sales. However, as we seek to expand internationally and increase our sales to foreign governments and allied militaries, our international business operations may be subject to additional and different risks than our domestic business, including the following:
 
  •  compliance with the Arms Export Control Act and Export Administration Regulations, or “EAR”;
 
  •  compliance with the U.S. Foreign Corrupt Practices Act, or “FCPA,” and equivalent foreign regulations;
 
  •  compliance with the International Traffic in Arms Regulations, or “ITAR”;
 
  •  compliance with the trade sanctions laws and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, or “OFAC”;
 
  •  the burden and cost of compliance with foreign laws, treaties and technical standards and changes in those regulations;
 
  •  contract award and funding delays;
 
  •  potential restrictions on transfers of funds;
 
  •  import and export duties and value added taxes;
 
  •  transportation delays and interruptions;
 
  •  uncertainties arising from foreign local business practices and cultural considerations; and
 
  •  potential military conflicts and political risks.
 
Failure to comply with U.S. government laws and regulations applicable to transactions abroad would have an adverse impact on our business with the U.S. government and could expose us to administrative, civil or criminal penalties, and/or suspension and debarment from U.S. government contracting. Failure to comply with applicable foreign laws and regulations could also have an adverse impact on our business abroad and could expose us to non-U.S. administrative, civil or criminal penalties. Additionally, these risks related to international operations may expose us to potentially significant contract losses.
 
In some countries, there is increased chance for economic, legal or political changes that may adversely affect the performance of our services, sale of our products or repatriation of our profits. We do not know the impact that these regulatory, geopolitical and other factors may have on our business in the future and any of these factors would adversely affect our business, results of operations and financial condition.
 
We may not be able to receive the necessary licenses required for us to sell our export-controlled products overseas. In addition, the loss of our registration as either an exporter or a broker under ITAR would adversely affect our business, results of operations and financial condition.
 
U.S. government agencies, primarily the Directorate of Defense Trade Controls within the State Department and the Bureau of Industry Security within the U.S. Department of Commerce, must license every shipment of export-controlled products that we export. These licenses are required due to both the products we export and to the foreign customers we service. If we do not receive a license for an export-controlled product, we cannot ship that product. We cannot be sure of our ability to gain any licenses required to export our products, and failure to receive a required license would eliminate our ability to make


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that sale. A delay in obtaining the necessary licenses to sell our export-controlled products abroad could result in delayed deliveries and delayed recognition of revenue, which could cause us reputational damage and could result in a customer’s decision not to do business with us in the future. We may also be subject to inquiries by such U.S. government agencies relating to issues involving the export-controlled products we export and failure to satisfactorily resolve such inquiries would adversely affect our business, results of operations and financial condition. See “Business — Governmental Regulations.”
 
In addition to obtaining a license for each of our exports outside of the United States, we are also required to maintain a standing registry under ITAR as both a broker and an exporter. We operate as a broker when we facilitate sales between a foreign party shipping products directly to a buyer outside the United States or to a foreign customer. We operate as an exporter when we ship products to our customers outside the United States. If we were to lose our registration as either a broker or an exporter under ITAR, we would not be able to facilitate international sales or sell export-controlled products abroad, respectively, which would adversely affect our business, results of operations and financial condition.
 
We are subject to laws and regulations concerning our international operations, including export restrictions, U.S. economic sanctions and the FCPA. If we are not in compliance with applicable legal requirements, we may be subject to civil or criminal penalties and other remedial measures, which would adversely affect our business, results of operations and financial condition.
 
Our international operations are subject to laws and regulations restricting our international operations, including activities involving restricted countries, organizations, entities and persons that have been identified as unlawful actors or that are subject to U.S. economic sanctions. To the extent that we operate outside the United States, we are subject to the FCPA, which prohibits U.S. companies and their intermediaries from bribing foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment, and other laws concerning our international operations. Any violations of these laws and regulations, including any resulting fines, penalties or restrictions on export activities (including other U.S. laws and regulations as well as local laws), would adversely affect our reputation and the market for our shares, and may require certain of our investors to disclose their investment in our company under certain state laws. If we are not in compliance with export restrictions, U.S. economic sanctions or other laws and regulations that apply to our international operations, we may be subject to civil or criminal penalties and other remedial measures, which could adversely affect our business, results of operations and financial condition.
 
Misconduct of our employees, agents and business partners, including security breaches, could result in reputational damage, could subject us to fines and penalties and could cause us to lose our ability to contract with the U.S. government.
 
Misconduct, fraud or other improper activities by our employees, agents or business partners could have a significant adverse impact on our business and reputation, particularly because we are a U.S. government contractor. Such misconduct could include the failure to comply with U.S. government procurement regulations, regulations regarding the protection of classified information, legislation regarding the pricing of labor and other costs in U.S. government contracts, regulations on lobbying or similar activities, environmental laws and any other applicable laws or regulations. Misconduct involving data security lapses resulting in the compromise of personal information or the improper use of our customers’ sensitive or classified information could result in remediation costs, regulatory sanctions against us and serious harm to our reputation. Other examples of potential misconduct include falsifying time records and violations of the Anti-Kickback Act or the FCPA. Although we have implemented policies, procedures and controls to prevent and detect these activities, these precautions may not prevent all misconduct and as a result, we could face unknown risks or losses. Our failure to comply with applicable laws or regulations or misconduct by any of our employees, agents or business partners could result in reputational damage, could subject us to fines and penalties, suspension or debarment from contracting with the U.S. government and loss of security clearance, any of which would adversely affect our business, results of operations and financial condition.


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The loss of one or more members of our senior management team could impair our relationships with U.S. government customers and our ability to compete, and could disrupt the management of our business.
 
We believe that our success depends on the continued contributions of the members of our senior management team. Our senior management team has extensive industry experience, and the relationships and reputation that members of our senior management team have established and maintain with U.S. government personnel contribute to our ability to maintain good customer relations and to identify new business opportunities. The loss of the services of one or more of our senior executives could impair our ability to identify and secure new contracts, to maintain good customer and vendor relations and to otherwise manage our business, any of which would adversely affect our business, results of operations and financial condition.
 
We may face difficulties as we expand our operations into countries in which we have limited operating experience.
 
We provide operational equipment and logistics solutions to foreign governments and militaries and to our U.S. government customers who are operating abroad. We intend to continue expanding our global footprint, which may involve expanding into countries other than those in which we currently operate. Our business outside of the United States is subject to various risks, including:
 
  •  changes in economic and political conditions in the United States and abroad;
 
  •  compliance with international and domestic laws and regulations and any changes therein;
 
  •  wars, civil unrest, acts of terrorism and other conflicts;
 
  •  natural disasters;
 
  •  changes in tariffs, trade restrictions, trade agreements and taxations;
 
  •  difficulties in managing or overseeing foreign operations;
 
  •  limitations on the repatriation of funds because of foreign exchange controls;
 
  •  less developed and less predictable legal systems than those in the United States; and
 
  •  intellectual property laws of countries which do not protect our intellectual property rights to the same extent as the laws of the United States.
 
The occurrence or consequences of any of these factors may restrict our ability to operate in the affected region and/or decrease the profitability of our operations in that region. As we expand our business in foreign countries, we will become exposed to increased risk of loss from foreign currency fluctuations and exchange controls as well as longer accounts receivable payment cycles. We have limited control over these risks, and if we do not correctly anticipate changes in international economic and political conditions, we may not alter our business practices in time to avoid adverse effects on our business, results of operations and financial condition.
 
If we are unable to manage our growth, our business could be adversely affected.
 
We have grown and expanded significantly in recent years. Our net sales grew at a compound annual growth rate of 61% from 2006 to 2010 and have we have significantly expanded our employee base, including increasing the weighted average number of personnel in our sales force from 57 to 134 between 2007 and 2010. To date, we have relied primarily upon organic growth for this expansion, rather than growth through acquisitions. Our future results will depend upon our ability to continue to grow organically or to demonstrate the ability to successfully identify and integrate non-dilutive acquisitions. We anticipate that we will continue to expand our workforce, primarily through continued expansion of our sales team, and our operations, which will place significant demands on our management, as well as on our administrative, operational, and financial resources. If we are unable to expand our operational, financial, and management information systems in a manner that supports our growth, or are unable to attract, motivate and manage a skilled workforce, we may not be able to continue to satisfy our customer demands. If we expand our business too rapidly in anticipation of increased customer demand that does not materialize, or in order to compete for contractual procurement vehicles that we are not awarded, the increase in our operating expenses could


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exceed our revenue growth and as a result decrease our net income. If we are unable to manage our growth, our business, results of operations or financial condition could be adversely affected.
 
We may no longer be able to participate in the federal government’s small business programs which may affect our business and our sales.
 
We are currently classified as a small business under certain provisions of the Small Business Administration regulations. Under our current employee count we are eligible to compete for government contracts set aside for businesses designated under certain North American Industry Classification Systems (“NAICS”) codes as small businesses with fewer than 500 employees. To calculate the number of our employees under the Small Business Administration regulations, we determine the average number of individuals employed on a full-time and part-time basis (including employees of any “affiliates” as defined in accordance with Small Business Administration regulations) based upon the number of employees in each pay period for the preceding twelve calendar months. As of March 31, 2011, pursuant to this calculation, we had 443 employees.
 
Although we currently meet the applicable standard for certain small business contracts, if we or our affiliates significantly increase the number of our respective employees, we could lose eligibility for new government contracts and other awards that are set aside for small businesses under certain NAICS codes. Under the Small Business Administration regulations, a concern that is qualified as a small business at the time it receives a contract is considered a small business throughout the life of that contract. Therefore, none of our small business set aside contracts will automatically terminate should we cease to qualify as a small business. It is within the government contracting officer’s discretion, however, to request that we recertify our status as a small business in connection with a contract renewal or to decline to exercise any option to renew a contract if we fail to qualify. While we have successfully competed for a number of contractual procurement vehicles that are not set aside for small businesses, our Spec Ops TLS contract, which accounted for approximately 44% of our total net sales for each of the year ended December 31, 2010 and the three months ended March 31, 2011, was awarded to us pursuant to a NAICS code designating a small business as having fewer than 500 employees.
 
If we are no longer classified as a small business, or if our status as a small business is successfully challenged, we may need to modify our competitive strategy going forward in order maintain our rate of government contracts wins, and if not successful, our business, results of operations or financial condition could be adversely affected.
 
Our failure to obtain and maintain necessary security clearances may limit our ability to perform classified work for government customers, which could cause us to lose business.
 
Some government contracts require us to maintain facility security clearances and require some of our employees to maintain individual security clearances. A number of our employees maintain a top secret clearance level. Obtaining and maintaining security clearances for employees involves a lengthy process, and it is difficult to identify, recruit and retain employees who already hold security clearances. If our cleared employees lose or are unable to timely obtain security clearances or we lose a facility clearance, our U.S. government customers may terminate the contract or decide not to renew it upon its expiration. As a result, to the extent we cannot obtain or maintain the required security clearances for a particular contract, or we fail to obtain them on a timely basis, we may not generate the sales anticipated from the contract, which could harm our operating results. To the extent we are not able to obtain facility security clearances or engage employees with the required security clearances for a particular contract, we will be unable to perform that contract and we may not be able to compete for or win new awards for similar work.
 
Some of our officers and directors have significant ownership interests in other companies, which could cause conflicts of interests that result in our not acting on opportunities on which we would otherwise act.
 
Some of our officers and directors have significant ownership interests, individually and collectively, in several companies with which we have entered into material transactions. The ownership of our directors and officers in these companies could create, or appear to create, conflicts of interest with respect to matters


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involving both us and those companies, which could have different implications for those companies than they do for us. As a result, we may not pursue certain opportunities on which we would otherwise act. See “Certain Relationships and Related Party Transactions.”
 
Our management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.
 
The individuals who now constitute our management team have limited experience managing a publicly-traded company and limited experience complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition into a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. In particular, these new obligations will require substantial attention from our senior management and divert their attention away from the day-to-day management of our business, which could adversely affect our business, results of operations and financial condition.
 
We may not be able to identify suitable acquisition candidates, effectively integrate newly acquired businesses or achieve expected profitability from acquisitions.
 
We have in the past acquired additional businesses and may in the future choose to supplement our organic growth by pursuing strategic acquisitions aimed at augmenting our contractual procurement vehicle portfolio, broadening and diversifying our customer base, expanding our product offerings and vendor network or increasing our geographic presence. There can be no assurance that suitable candidates for acquisitions can be identified or, if suitable candidates are identified, that acquisitions can be completed on acceptable terms, if at all. Even if suitable candidates are identified, any future acquisitions may entail a number of risks that could adversely affect our business and the market price of our common stock, including the integration of the acquired operations, diversion of management’s attention, risks of entering markets in which we have limited experience, adverse short-term effects on our reported operating results, the potential loss of key employees of acquired businesses and risks associated with unanticipated liabilities. There is no assurance that we will be able to achieve any expected benefits from any acquisition.
 
We may use common stock to pay for acquisitions. If the owners of potential acquisition candidates are not willing to receive common stock in exchange for their businesses, our acquisition prospects could be limited. Future acquisitions could also result in accounting charges, potentially dilutive issuances of equity securities and increased debt and contingent liabilities, including liabilities related to unknown or undisclosed circumstances, any of which could materially adversely affect our business, results of operations and financial condition.
 
Internal system or service failures could disrupt our business and impair our ability to effectively provide the products and related services we offer to our customers, which could damage our reputation and adversely affect our business, results of operations and financial condition.
 
Any system or service disruptions, including those caused by projects to improve our information technology systems, in particular our Oracle system, if not anticipated and appropriately mitigated, would have an adverse effect on our business including, among other things, an adverse effect on our ability to bill our customers for work performed on our contracts, collect the amounts that have been billed, confirm orders within 24 hours as required by many of our government contracts, and produce accurate financial statements in a timely manner.
 
We could also be subject to systems failures, including network, software or hardware failures, whether caused by us, third-party service providers, intruders or hackers, computer viruses, natural disasters, power shortages or terrorist attacks. We do not currently have redundant application servers or clustered databases for our Oracle system or our other information technology systems. Any such failures could cause loss of data and interruptions or delays in our business, cause us to incur remediation costs, subject us to claims and damage our reputation. In addition, the failure or disruption of our communications or utilities could cause us to interrupt or suspend our operations or otherwise adversely affect our business. Our property and


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business interruption insurance may be inadequate to compensate us for all losses that may occur as a result of any system or operational failure or disruption which would adversely affect our business, results of operations and financial condition.
 
Because we are a holding company with no operations of our own, we are financially dependent on receiving distributions from our subsidiaries and we could be harmed if such distributions could not be made in the future.
 
We are a holding company and all of our operations are conducted through subsidiaries. Consequently, we rely on dividends or advances from our subsidiaries (including ones that are wholly owned). We do not currently expect to declare or pay dividends on our common stock for the foreseeable future; however, to the extent that we determine in the future to pay dividends on our common stock, none of our subsidiaries will be obligated to make funds available to us for the payment of dividends. The ability of such subsidiaries to pay dividends and our ability to receive distributions on our investments in other entities is subject to applicable local law. Such laws and restrictions could limit the payment of dividends and distributions to us, which would restrict our ability to continue operations. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock.
 
Our substantial indebtedness could adversely affect our financial flexibility and our competitive position.
 
We have a significant amount of indebtedness. As of March 31, 2011, our total long-term debt was $289.6 million, representing the senior secured notes and other long-term debt, and $66.1 million in borrowings outstanding under our senior secured revolving credit facility. As of March 31, 2011, after taking into account borrowing base limitations and outstanding letters of credit, we would have had commitments under the senior secured revolving credit facility available to us of $83.9 million. As of March 31, 2011, we had $6.7 million letters of credit outstanding.
 
Subject to the limitations contained in the senior secured revolving credit facility and the indenture governing the senior secured notes, which we refer to as the “senior secured notes indenture,” we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our high level of debt could intensify. Specifically, our high level of debt could have important consequences to the you and significant effects on our business, including:
 
  •  making it more difficult for us to satisfy our obligations with respect to our debt;
 
  •  impairing our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, restructuring, acquisitions or general corporate purposes, which could be exacerbated by further volatility in the credit markets;
 
  •  requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, product development, restructuring, acquisitions and other general corporate purposes;
 
  •  increasing our vulnerability to general adverse economic and industry conditions;
 
  •  exposing us to the risk of increased interest rates as borrowings under the senior secured revolving credit facility will be, and other indebtedness that we incur in the future may be, at variable rates of interest;
 
  •  limiting our flexibility in planning for and reacting to changes in our business and the industry in which we compete;
 
  •  placing us at a disadvantage compared to other, less leveraged competitors; and
 
  •  increasing our cost of borrowing.
 
In addition, the senior secured notes indenture and the senior secured revolving credit facility contain restrictive covenants that will limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all our debt.


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We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
 
Our ability to make scheduled payments on or refinance our debt obligations depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.
 
If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We may not be able to effect any such alternative measures on commercially reasonable terms to us or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The senior secured revolving credit facility and the senior secured notes indenture restrict our ability to dispose of assets and use the proceeds from those dispositions and also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.
 
Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms to us or at all, would materially and adversely affect our financial position and results of operations.
 
If we cannot make scheduled payments on our debt, we will be in default and holders of the senior secured notes could declare all outstanding principal and interest to be due and payable, the lenders under the senior secured revolving credit facility could terminate their commitments to loan money and could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation. All of these events could result in your losing your investment in our common stock.
 
Risks Related to Our Common Stock
 
There is no existing market for our common stock, and we do not know if one will develop to provide you with adequate liquidity.
 
Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the New York Stock Exchange or otherwise or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy. The initial public offering price for the common stock will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our common stock at prices equal to or greater than the price you paid in this offering.
 
The price of our common stock may fluctuate significantly, and you could lose all or part of your investment.
 
Volatility in the market price of our common stock may prevent you from being able to sell your common stock at or above the price you paid for your common stock. The market price of our common stock could fluctuate significantly for various reasons, including:
 
  •  our operating and financial performance and prospects;
 
  •  the overall performance of the equity markets;
 
  •  the number of shares of our common stock publicly owned and available for trading;
 
  •  our quarterly or annual earnings or those of other companies in our industry;
 
  •  conditions or trends in our industry;


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  •  the public’s reaction to our press releases, our other public announcements and our filings with the Securities and Exchange Commission, or “SEC”;
 
  •  changes in earnings estimates or recommendations by research analysts who track our common stock or the stock of other companies in our industry;
 
  •  strategic actions by us or our competitors, such as acquisitions or restructurings;
 
  •  new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
 
  •  changes in accounting standards, policies, guidance, interpretations or principles;
 
  •  threatened or actual litigation;
 
  •  any major change in our board of directors or management;
 
  •  changes in general conditions in the United States and global economies or financial markets, including those resulting from war, incidents of terrorism or responses to such events; and
 
  •  sales of common stock by us or members of our management team.
 
In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies across many industries. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with our company, and these fluctuations could materially reduce our share price. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. This litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results and financial condition.
 
Provisions in our charter documents and Delaware law may make it difficult for a third party to acquire us and could depress the price of our common stock.
 
Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. Among other things, our certificate of incorporation and bylaws:
 
  •  authorize our board of directors to issue, without stockholder approval, preferred stock with such terms as the board of directors may determine;
 
  •  divide our board of directors into three classes so that only approximately one-third of the total number of directors is elected each year;
 
  •  vest the sole power of a majority of our board of directors to fix the number of directors;
 
  •  permit directors to be removed only for cause and only by a majority vote of our stockholders;
 
  •  action by unanimous written consent of our stockholders or to call special meetings;
 
  •  give the sole power of our board of directors to fill any vacancy on our board whether such vacancy occurred as a result of an increase in the number of directors or otherwise; and
 
  •  specify advance notice requirements for stockholder proposals and director nominations.
 
In addition, following this offering, we will be subject to the provisions of Section 203 of the Delaware General Corporation Law, regulating corporate takeovers and which has an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that might result in a premium over the market price for shares of our common stock. In general, those provisions prohibit a Delaware corporation from engaging in any business combination with any interested


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stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:
 
  •  the transaction is approved by the board of directors before the date the interested stockholder attained that status;
 
  •  upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or
 
  •  on or after such date, the business combination is approved by the board of directors and authorized at a meeting of stockholders, and not by written consent, by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
 
In general, Section 203 defines a business combination to include the following:
 
  •  any merger or consolidation involving the corporation and the interested stockholder;
 
  •  any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
 
  •  subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
 
  •  any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or
 
  •  the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
 
In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by any such entity or person.
 
A Delaware corporation may opt out of this provision by express provision in its original certificate of incorporation or by amendment to its certificate of incorporation or bylaws approved by its stockholders. However, we have not opted out of, and do not currently intend to opt out of, this provision.
 
We have no plans to pay dividends on our common stock after this offering, so you may not receive funds without selling your common stock.
 
We have no plans to pay dividends on our common stock after this offering. We generally intend to invest our future earnings, if any, to fund our growth. Any payment of future dividends will be at the discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends, and other considerations that our board of directors deems relevant. The agreements governing our outstanding indebtedness also include limitations on our payment of dividends. Accordingly, you may have to sell some or all of your common stock in order to generate cash flow from your investment. You may not receive a gain on your investment when you sell your common stock and you may lose the entire amount of the investment.
 
You will suffer immediate and substantial dilution.
 
The initial public offering price per share of our common stock is substantially higher than our as adjusted net tangible book value per common share immediately after the offering. As a result, you will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. At the offering price of $17.00 per share, the mid-point of the range set forth on the cover of this prospectus, you will incur immediate and substantial dilution in the amount of $18.41 per share.


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The requirements of being a public company will increase our costs and may strain our resources and distract management.
 
We will face increased legal, accounting, administrative and other costs and expenses as a public company that we do not incur as a private company. After the consummation of this offering, we will be subject to the following: the reporting requirements of the Securities Exchange Act of 1934, which requires that we file annual, quarterly and current reports with respect to our business and financial condition, the rules and regulations implemented by the SEC, the Sarbanes-Oxley Act of 2002, the Public Company Accounting Oversight Board and the New York Stock Exchange, each of which imposes additional reporting and other obligations on public companies. We expect that compliance with these public company requirements will increase our legal and compliance costs and make some activities more time-consuming. We may need to hire a number of additional employees with public accounting and disclosure experience in order to meet our ongoing obligations as a public company. A number of those requirements will require us to carry out activities we have not done previously. For example, we will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, we will incur additional expenses associated with our SEC reporting requirements. For example, under Section 404 of the Sarbanes-Oxley Act of 2002, for our annual report on Form 10-K for our fiscal year ending December 31, 2012, we will need to document and test our internal control procedures, our management will need to assess and report on the effectiveness of our internal control over financial reporting and our independent accountants will need to issue an opinion on the effectiveness of our internal control over financial reporting. Furthermore, if we identify any issues in complying with those requirements (for example, if we or our accountants identify a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues would adversely affect us, our reputation or investor perceptions of us.
 
We also expect that it will be difficult and expensive to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. Advocacy efforts by stockholders and third parties may also prompt even more changes in governance and reporting requirements. We expect that the additional reporting and other obligations imposed on us by these rules and regulations will increase our legal and financial compliance costs substantially. These increased costs will require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives.
 
In order to maintain and improve the effectiveness of our internal control over financial reporting and disclosure controls and procedures, significant resources and management oversight will be required. This may divert management’s attention from other business concerns, which could materially adversely affect our business, financial condition and results of operations. If we are unable to conclude that our internal control over financial reporting and disclosure controls and procedures are effective, or if our independent public accounting firm is unable to provide us with an unqualified report as to the effectiveness of our internal control over financial reporting in future years, investors may lose confidence in our financial reports and our stock price may decline.
 
In the past, we have identified significant deficiencies in our internal control over financial reporting.
 
In the course of the preparation and external audit of our consolidated financial statements for the years ended December 31, 2007, 2008 and 2009, we and our independent registered public accounting firm identified “significant deficiencies” in our internal control over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board. A significant deficiency is a deficiency, or combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of a company’s financial reporting.
 
The significant deficiencies identified were related to: (a) the improper timing of revenue recognition in respect of certain product shipments where title did not pass to the customer until delivery, (b) the allocation


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of purchase price, in particular the proper recording of intangible assets, in connection with an acquisition and (c) our controls for indentifying and accounting for related party transactions, including the failure to consolidate certain of our affiliates as variable interest entities.
 
Following the identification of these control deficiencies, we have taken actions and measures to improve our internal control over financial reporting. Our remediation efforts may not, however, enable us to avoid material weaknesses or other significant deficiencies in the future.
 
Future sales of shares of our common stock by existing stockholders could depress the price of our common stock.
 
If our existing stockholders sell, or indicate an intent to sell, substantial amounts of our common stock in the public market after the 180-day contractual lock-up and other legal restrictions on resale discussed in this prospectus lapse, the trading price of our common stock could decline significantly and could decline below the initial public offering price. Based on shares outstanding as of March 31, 2011, upon completion of this offering, we will have outstanding approximately 53.4 million shares of common stock. Of these shares, only shares of common stock sold in this offering by the selling stockholders will be immediately freely tradable, without restriction, in the public market.
 
After the lock-up agreements pertaining to this offering expire and based on shares outstanding as of March 31, 2011, an additional 41,442,000 shares will be eligible for sale in the public market, all of which are held by directors, executive officers and other affiliates and will be subject to volume limitations under Rule 144 under the Securities Act of 1933, or the “Securities Act.” In addition, 9,431,000 shares have been reserved for future issuance under our 2011 Incentive Award Plan and may become eligible for sale in the public market in the future, subject to certain legal and contractual limitations. Upon the consummation of this offering, we intend to grant equity awards to our non-employee directors and certain of our employees in the form of restricted stock, restricted stock units, deferred stock units and stock options under the 2011 Equity Incentive Award Plan in an aggregate amount equal to 3,780,000 shares. Of that amount, 2,488,800 shares of restricted stock, restricted stock units, deferred stock units and stock options are subject to lock-up agreements. After the expiration of the lock-up agreements, restricted stock, restricted stock units, deferred stock units and stock options representing 529,631 of these shares will be vested and available for sale in the public market. The remaining 1,291,200 shares represented by the restricted stock, restricted stock units, deferred stock units and stock options awarded upon consummation of this offering will be immediately available for sale subject to their vesting schedule and other limitations. See “Executive Compensation—Executive Compensation Plans—2011 Equity Incentive Award Plan.” If these additional shares are sold, or if it is perceived that they will be sold, in the public market, the price of our common stock could decline substantially.
 
We are a “controlled company” within the meaning of the New York Stock Exchange rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.
 
Upon the consummation of this offering, certain of our directors and executive officers will continue to beneficially own a majority of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the New York Stock Exchange corporate governance standards. Under the New York Stock Exchange rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain New York Stock Exchange corporate governance requirements, including:
 
  •  the requirement that a majority of the board of directors consist of independent directors;
 
  •  the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;
 
  •  the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
 
  •  the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.


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Following this offering, we intend to utilize each of these exemptions. As a result, we will not have a majority of independent directors and our nominating/corporate governance and compensation committees will not consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the New York Stock Exchange corporate governance requirements.
 
Upon completion of this offering, the selling stockholders will continue to have significant influence over all matters submitted to a stockholder vote, which will limit your ability to influence corporate activities and may adversely affect the market price of our common stock.
 
Upon completion of this offering, the selling stockholders will own approximately 78% of our common stock, or approximately 74% if the underwriters’ option to purchase additional shares is exercised in full. As a result of this ownership, the selling stockholders will continue to have substantial influence over the outcome of votes on all matters requiring approval by our stockholders, including the election of directors, the adoption of amendments to our certificate of incorporation and bylaws and approval of significant corporate transactions. In addition, the existing stockholders have agreed pursuant to the stockholders agreement to vote for all our directors as selected pursuant to that agreement. Under the agreement, one director will be designated by Daniel Clarkson (provided Mr. Clarkson and his affiliates hold at least 1% of our common stock, collectively), one director will be designated by R. Scott LaRose (provided Mr. LaRose and his affiliates hold at least 1% of our common stock, collectively) and Luke Hillier may designate any number of other directors. See “Description of Capital Stock—Stockholders Agreement.” In addition, pursuant to Luke Hillier’s employment agreement, the company will cause Mr. Hillier to be appointed or elected to the board of directors, and, during the term of the agreement, the board of directors will propose Mr. Hillier for re-election to the board. The selling stockholders can also take actions that have the effect of delaying or preventing a change in control of us or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them. Moreover, this concentration of stock ownership may make it difficult for stockholders to replace management. In addition, this significant concentration of stock ownership may adversely affect the trading price for our common stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders. This concentration of control could be disadvantageous to other stockholders with interests different from those of our officers, directors and principal stockholders and the trading price of shares of our common stock could be adversely affected. See “Principal and Selling Stockholders” for a more detailed description of our stock ownership.
 
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
 
The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our company. If no securities or industry analysts commence coverage of our company, the trading price for our stock would be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.


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FORWARD-LOOKING STATEMENTS
 
This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and “Compensation Discussion and Analysis,” contains forward-looking statements. These statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include, among other things, those listed in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this prospectus. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “assumption” or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:
 
  •  deterioration in our relationships with our customers or an inability to develop relationships with new customers;
 
  •  the loss of our contractual procurement vehicles or a failure to obtain new contractual procurement vehicles;
 
  •  changes in spending policies or budget priorities of the U.S. government and the Department of Defense;
 
  •  our government contracts, which give our government customers a variety of rights that are unfavorable to us;
 
  •  the deterioration of our vendor relationships or an inability to develop relationships with substitute vendors;
 
  •  our reliance on our vendors;
 
  •  costs associated with the competitive procurement process;
 
  •  the impact of competing for post-award contract orders;
 
  •  the failure to comply with extensive procurement rules and regulations;
 
  •  our growth strategy, which requires us to attract and retain skilled personnel and to identify suitable acquisitions;
 
  •  the unfavorable resolution of reviews, audits and price adjustments by the U.S. government;
 
  •  the failure to receive renewal or follow-on contracts;
 
  •  the risks associated with sales to certain foreign customers;
 
  •  the failure to comply with the export-control laws and regulations applicable to our business;
 
  •  the failure to comply with the laws that regulate our international operations, including the FCPA;
 
  •  employee misconduct;
 
  •  the loss of any member of our senior management team;
 
  •  the difficulties of international expansion;
 
  •  the inability for us to manage our growth;
 
  •  future ineligibility to participate in the federal government’s small business programs;
 
  •  the failure to obtain and maintain security clearances;


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  •  possible conflicts of interest presented by some of our officers’ and directors’ ownership interests in other companies;
 
  •  our management team’s limited experience in managing a public company;
 
  •  the risks associated with our acquisition strategy;
 
  •  an internal system or services failure;
 
  •  the financial dependence on receiving distributions due to our status as a holding company; and
 
  •  the risks associated with our substantial indebtedness.
 
Although we believe that the expectations reflected in the forward-looking statements contained in this prospectus are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. These forward-looking statements are made as of the date of this prospectus and, except as required under the federal securities laws and the rules and regulations of the SEC, we assume no obligation to update or revise them or to provide reasons why actual results may differ.
 
We do not undertake any responsibility to release publicly any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this prospectus. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by the forward-looking statements contained in this prospectus.


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USE OF PROCEEDS
 
We estimate that the net proceeds to us from this offering, after deducting underwriting discounts, will be approximately $142.3 million based upon an assumed initial public offering price of $17.00 per share, the midpoint of the price range set forth on the cover of this prospectus. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.
 
We intend to use the net proceeds from this offering to exercise our option to redeem 35%, or $96.3 million, of our outstanding 11% senior secured notes due 2018 at an aggregate redemption price of $106.8 million, or 111% of the principal amount thereof. We will use the remainder of the net proceeds of this offering to repay $35.5 million in principal amount outstanding under our senior secured revolving credit facility.
 
As of March 31, 2011, there was $66.1 million outstanding under our senior secured revolving credit facility, which bears interest at a variable rate, which was 4.5% at March 31, 2011. In 2010, the weighted-average interest rate paid under our senior secured revolving credit facility was 3.9%. The principal amount outstanding of the loans under our senior secured revolving credit facility is due and payable in full on March 25, 2016. See “Dividend Policy” and “Description of Certain Indebtedness.”
 
The proceeds from the offering of the 11% senior secured notes due 2018 were used (1) to make a distribution of $217.1 million to our stockholders, (2) to repay our term loan facility, (3) to pay the transaction bonuses and (4) to pay related transaction fees and expenses.
 
A $1.00 increase/(decrease) in the assumed initial public offering price of $17.00 per share, the midpoint of the range set forth on the cover page of this prospectus, would increase/(decrease) the net proceeds to us from this offering by $8.4 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions payable by us and the selling stockholders. In the event the net proceeds to us from this offering are increased/(decreased) as a result of an increase/(decrease) in the initial public offering price per share, we will correspondingly increase/(decrease) the amount we will repay under our senior secured revolving credit facility.


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DIVIDEND POLICY
 
Historically, due to our status as a subchapter S corporation, we have distributed annually to our stockholders a substantial portion of our prior year’s taxable income. During fiscal years 2009 and 2010, we declared distributions of $31.6 million and $129.0 million, respectively. Distributions to our stockholders in 2010 include a special distribution of $50.0 million in February 2010 using funds drawn from our senior secured revolving credit facility and a special distribution of $48.6 million on October 22, 2010 using the proceeds of our former term loan facility. The remainder of the distributions in 2010 were paid to our stockholders to fund their tax obligations related to their ownership of ADS Tactical, Inc. Through March 31, 2011, we made distributions of approximately $10.7 million for estimated taxes for the fourth quarter of 2010. Subsequent to March 31, 2011, in April 2011 we made $5.7 million in distributions for the final 2010 and first quarter 2011 tax distributions, and in June 2011 we made $3.5 million in distributions for second quarter 2011 tax distributions. We expect to make a final distribution in the amount of approximately $0.7 million in connection with our conversion to a subchapter C corporation. On March 25, 2011, we made a distribution of $217.1 million to our stockholders with proceeds from the sale of the senior secured notes. In connection with this offering, we will convert from a subchapter S corporation to a subchapter C corporation, and we do not anticipate paying any additional cash dividends on our common stock in the foreseeable future.
 
Our future dividend policy is within the discretion of our board of directors and will depend upon various factors, including our results of operations, financial conditions, covenants contained in our senior secured revolving credit facility and the senior secured notes indenture, capital requirements, future prospects, investment opportunities and other factors deemed relevant by our board of directors.


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CAPITALIZATION
 
The following table sets forth our cash and cash equivalents and consolidated capitalization as of March 31, 2011 on an actual basis and on an as adjusted basis giving effect to this offering and the use of proceeds therefrom. As adjusted data assumes that the net proceeds to us from this offering, after deducting underwriting discounts, will be approximately $142.3 million, assuming the common stock is offered at $17.00 per share, the midpoint of the range set forth on the cover page of this prospectus. As adjusted data gives effect to (a) the use of proceeds from this offering (1) to exercise our option to redeem 35%, or $96.3 million, of our senior secured notes at an aggregate redemption price of $106.8 million, or 111% of the principal amount thereof, and (2) to repay $35.5 million in principal amount outstanding under our senior secured revolving credit facility and (b) the accrual of the remainder of the transaction bonuses in the amount of $2.4 million upon the consummation of this offering and an additional estimated $2.7 million, assuming the common stock is offered at $17.00 per share, the midpoint of the range set forth on the cover page of this prospectus, for a bonus in connection with this offering.
 
You should read this table in conjunction with “Use of Proceeds,” “Selected Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Certain Indebtedness” and our consolidated financial statements and the related notes included elsewhere in this prospectus.
 
                 
    As of
 
    March 31, 2011  
    Actual     As Adjusted (3)  
    (In thousands)  
 
Cash and cash equivalents
  $ 1,938     $ 1,938  
                 
Line of credit (1)
    66,056       30,603  
11% senior secured notes due 2018
    275,000       178,750  
Other long term debt, including current portion
    14,642       14,642  
                 
Total debt
    355,698       223,995  
                 
Stockholders’ deficit:
               
Common stock ($0.001 par value per share, 250,000,000 shares authorized; actual, 44,442,000 shares issued and outstanding; as adjusted, 53,442,000 shares issued and outstanding)
    44       53  
Additional paid-in capital
    19       142,300  
Noncontrolling interests
    4,099       4,099  
Accumulated deficit (2)
    (207,324 )     (225,200 )
                 
Total stockholders’ deficit (2)
    (203,162 )     (78,748 )
                 
Total capitalization (2)
  $ 152,536     $ 145,247  
                 
 
 
(1) Line of credit consists of our senior secured revolving credit facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Senior Secured Revolving Credit Facility.”
 
(2) As adjusted accumulated deficit, stockholders’ deficit and total capitalization give effect to the write-off of approximately $2.6 million of unamortized deferred financing costs outstanding at March 31, 2011, the 11% prepayment premium in an aggregate amount of $10.6 million in connection with the repayment of our indebtedness with the use of proceeds from this offering, the accrual of the remainder of the transaction bonuses in an amount of $2.4 million upon the consummation of this offering and an additional estimated $2.7 million, assuming the common stock is offered at $17.00 per share, the midpoint of the range set forth on the cover page of this prospectus, for a bonus in connection with this offering. See “Prospectus Summary—Recent Transactions” and “Use of Proceeds.” As adjusted accumulated deficit and stockholders’ deficit do not give effect to distributions to our stockholders of $5.7 million made in April 2011, principally related to estimated taxes for the fourth


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quarter of 2010 and the first quarter of 2011, and distributions to our stockholders of $3.5 million made in June 2011 principally related to estimated taxes for the second quarter of 2011, as well as a final distribution in the amount of approximately $0.7 million that we expect to make in connection with our conversion to a subchapter C corporation.
 
(3) A $1.00 increase/(decrease) in the assumed initial public offering price of $17.00 per share, the midpoint of the range set forth on the cover page of this prospectus, would (decrease)/increase line of credit by $8.4 million, increase/(decrease) additional paid-in capital by $8.4 million and decrease/(increase) total stockholders’ deficit by $8.4 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions payable by us and the selling stockholders. In the event the net proceeds to us from this offering is reduced/increased as a result of a decrease in the initial public offering price per share, we will correspondingly reduce/increase the amount we will repay under our senior secured revolving credit facility.


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DILUTION
 
If you buy our common stock in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share and the net tangible book value per share after this offering.
 
As of March 31, 2011, our net tangible book value was approximately $(207.3) million, or $(4.66) per share after giving effect to the refinancing transactions and our 300-for-1 stock split to be effected prior to the completion of this offering. Net tangible book value per share represents total tangible assets less total liabilities of ADS Tactical, Inc., divided by the number of shares of common stock outstanding as of March 31, 2011. After giving effect to the issuance and sale of 9,000,000 shares of common stock in this offering at an assumed initial public offering price of $17.00 per share, the midpoint of the offering range on the cover page of this prospectus and deducting the underwriting discounts that we will pay and the application of the proceeds from this offering as described under “Use of Proceeds,” our net tangible book value as of March 31, 2011, would have been approximately $(75.6) million, or $(1.41) per share. This represents an immediate increase in net tangible book value of $3.25 per share to existing stockholders and an immediate dilution of $18.41 per share to new investors purchasing common stock in this offering. The following table illustrates this dilution on a per share basis:
 
         
Assumed initial public offering price per share
  $ 17.00  
Net tangible book value per share as of March 31, 2011 (after giving effect to the refinancing transactions)
    (4.66 )
Increase in net tangible book value per share attributable to this offering
    3.25  
         
Net tangible book value per share after this offering
    (1.41 )
         
Dilution per share to new investors
  $ (18.41 )
         
 
After giving effect to the restricted stock awards, restricted stock unit awards and deferred stock units to be granted upon consummation of this offering and assuming they were fully vested upon consummation of this offering (based on an assumed initial public offering price of $17.00 per share, the midpoint of the offering range on the cover of this prospectus), net tangible book value per share after this offering would have been $(1.38) and dilution per share to new investors would have been $18.38.
 
A $1.00 increase/(decrease) in the assumed initial public offering price of $17.00 per share, the midpoint of the range set forth on the cover page of this prospectus, would increase/(decrease) our net tangible book value by $8.4 million, the net tangible book value per share after this offering by $0.16 per share and the dilution to new investors in this offering to $19.26 per share, assuming the number of shares offered by us and the selling stockholders, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions by us and the selling stockholders.
 
The following table sets forth, as of March 31, 2011, the total number of shares of common stock owned by existing stockholders and to be owned by new investors, and the total consideration paid, and the average price per share paid by our existing stockholders and to be paid by new investors purchasing shares of common stock in this offering, assuming the common stock is offered at $17.00 per share, the midpoint of the range set forth on the cover of this prospectus and assuming the number of shares offered by us, as set forth on cover page of this prospectus, remains the same, before deducting the underwriting discounts that we will pay:
 
                                         
    Shares Purchased     Total Consideration     Average Price
 
    Number     Percent     Amount     Percent     Per Share  
    (Dollars in millions, except share data)  
 
Existing stockholders
    44,442,000       83.0 %   $       %   $ 0.00  
New investors
    9,000,000       17.0 %     153.00       100.0 %     17.00  
                                         
Total
    53,442,000       100.0 %   $ 153.00       100.0 %   $ 2.86  
                                         
 
Unless otherwise stated, the tables and calculations above assume no exercise or vesting of:
 
  •  all restricted stock units, restricted stock, deferred stock units and option grants expected to occur concurrently with the consummation of this offering and all shares reserved for future issuance pursuant to our 2011 Equity Incentive Award Plan.
 
To the extent any of these options are exercised, there will be further dilution to new investors.


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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
 
The following tables set forth selected historical financial and other data, as well as certain pro forma information that gives effect to our conversion from a subchapter S corporation to a subchapter C corporation for tax purposes, as if it had occurred on January 1 of each period. In addition, certain pro forma, as adjusted information gives effect to the refinancing transactions and the use of proceeds from this offering.
 
You should read the following selected historical consolidated financial and other data below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes included elsewhere in this prospectus. The selected consolidated financial data in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by the consolidated financial statements and the related notes included elsewhere in this prospectus.
 
The consolidated statements of operations data for the years ended December 31, 2008, 2009 and 2010 and the consolidated balance sheet data as of December 31, 2009 and 2010 have been derived from our audited consolidated financial statements included in this prospectus. The consolidated statements of operations data for the years ended December 31, 2006 and 2007 and the consolidated balance sheet data as of December 31, 2006, 2007 and 2008 have been derived from consolidated financial statements that are not included in this prospectus. The unaudited condensed consolidated statements of operations data for the three months ended March 31, 2010 and 2011, and the unaudited condensed consolidated balance sheet data as of March 31, 2011, have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited information on the same basis as the audited consolidated financial statements and have included, in our opinion, all adjustments, consisting only of normal recurring adjustments, that we consider necessary for a fair presentation of the financial information set forth in those statements. Our results of operations for the three months ended March 31, 2011, are not necessarily indicative of the results to be obtained for the full fiscal year.
 
Selected Financial Data
                                                         
          Three Months Ended
 
    Year Ended December 31,     March 31,  
    2006     2007     2008     2009     2010     2010     2011  
                                  (unaudited)  
    (In thousands)  
 
Consolidated Statements of Operations Data:
                                                       
Net sales
  $ 197,611     $ 440,395     $ 660,535     $ 932,177     $ 1,330,840     $ 292,283     $ 343,917  
Costs and Expenses:
                                                       
Cost of goods sold
    172,020       386,588       572,992       809,117       1,166,391       258,853       302,691  
Selling, general and administrative
    18,268       31,405       44,323       60,897       80,945       15,568       28,121  
Intangible asset impairment
                      2,996                    
Income from operations
    7,323       22,402       43,220       59,167       83,504       17,862       13,105  
Interest income
    127       241       225       84       127       47       28  
Interest expense
    (566 )     (1,825 )     (1,481 )     (1,401 )     (5,388 )     (780 )     (2,342 )
Write-off of deferred financing costs
                                        (1,536 )
                                                         
Net income
    6,884       20,818       41,964       57,850       78,243       17,129       9,255  
                                                         
Net income attributable to common stockholders
  $ 6,884     $ 20,818     $ 42,010     $ 57,709     $ 77,282     $ 16,737     $ 9,112  
                                                         


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          Three Months Ended
 
    Year Ended December 31,     March 31,  
    2006     2007     2008     2009     2010     2010     2011  
                                  (unaudited)  
    (In thousands)  
 
Pro Forma Data (unaudited) (1) :
                                                       
Pro forma provision for income taxes
  $ 2,719     $ 8,223     $ 16,594     $ 22,795     $ 30,913     $ 6,611     $ 3,554  
Pro forma net income
    4,165       12,595       25,370       35,055       47,330       10,518       5,701  
Pro forma net income attributable to common stockholders
    4,165       12,595       25,416       34,914       46,369       10,126       5,558  
Pro forma net income per common share after giving effect to stock split:
                                                       
Basic
  $ 0.09     $ 0.28     $ 0.57     $ 0.79     $ 1.04     $ 0.23     $ 0.13  
Diluted
    0.09       0.28       0.57       0.79       1.04       0.23       0.13  
Pro forma weighted average shares outstanding after giving effect to stock split:
                                                       
Basic
    44,442       44,442       44,442       44,442       44,442       44,442       44,442  
Diluted
    44,442       44,442       44,442       44,442       44,442       44,442       44,442  
Pro Forma, As Adjusted Data (unaudited) (2) :
                                                       
Pro forma, as adjusted interest expense
  $ 24,483           $ 6,109  
Pro forma, as adjusted net income before income taxes
    59,148             5,488  
Pro forma, as adjusted provision for income taxes
    23,275             2,085  
Pro forma, as adjusted net income
    35,873             3,403  
Pro forma, as adjusted net income attributable to common stockholders
    34,912             3,260  
Pro forma, as adjusted net income per common share attributable to common stockholders (3) :
                       
Basic
  $ 0.65           $ 0.06  
Diluted
    0.65             0.06  
Pro forma, as adjusted weighted average common shares outstanding:
                                                       
Basic
    53,442             53,442  
Diluted
    53,442             53,442  
 


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    Year Ended December 31,   Three Months Ended March 31,
    2006   2007   2008   2009   2010   2010   2011
                        (unaudited)
    (In thousands)
 
Other Data:
                                                       
Net cash provided by (used in) operating activities
  $ (7,049 )   $ 11,617     $ 15,893     $ 35,291     $ 31,742     $ 12,510     $ 31,817  
Net cash used in investing activities
    (1,384 )     (1,662 )     (14,888 )     (6,586 )     (2,947 )     (1,520 )     (1,226 )
Net cash provided by (used in) financing activities
    6,322       (9,764 )     492       (29,547 )     (27,340 )     (11,065 )     (31,463 )
Depreciation and amortization
    645       961       2,049       2,140       974       249       469  
Capital expenditures
    1,415       929       8,297       9,181       3,387       781       1,371  
EBITDA (3)
    7,968       23,363       45,269       61,307       84,478       18,111       13,574  
 
                                                         
          As of
 
                                  March 31, 2011  
    As of December 31,           As
 
    2006     2007     2008     2009     2010     Actual     Adjusted (4)  
                                  (unaudited)  
    (In thousands)  
 
Consolidated Balance Sheet Data:
                                                       
Cash and cash equivalents
  $ 508     $ 699     $ 2,197     $ 1,355     $ 2,810     $ 1,938     $ 1,938  
Working capital
    19,175       29,031       37,210       59,883       30,647       53,957       84,246  
Total debt
    23,434       17,042       41,969       44,665       148,825       355,698       223,995  
Total stockholders’ equity (deficit)
    4,705       18,276       38,186       65,455       15,387       (203,162 )     (78,748 )
 
 
(1) We historically have been treated as a subchapter S corporation for U.S. federal income tax purposes. As a result, our income has not been subject to U.S. federal income taxes or state income taxes in those states where S corporation status is recognized. In general, the corporate income or loss of a subchapter S corporation is allocated to its stockholders for inclusion in their personal federal income tax returns and state income tax returns in those states where S corporation status is recognized. In connection with this offering, we will convert from a subchapter S corporation to a subchapter C corporation. Pro forma provision for income taxes reflects combined federal and state income taxes on a pro forma basis, as if we had been taxed as a subchapter C corporation, using an effective tax rate of 39.5% for 2006, 2007, 2008 and 2009, and an effective tax rate of 40.0% for 2010. The effective tax rates used for the three month periods ended March 31, 2010 and 2011 were 39.5% and 39.0%, respectively.
 
Pro forma net income reflects historical net income before income taxes less the pro forma provision for income taxes. Pro forma net income does not give effect to the refinancing transactions or the use of proceeds from this offering.
 
(2) Pro forma, as adjusted data give effect to the following transactions as if they had occurred on January 1, 2010: (a) this offering and the use of proceeds therefrom, (b) our conversion from a subchapter S corporation to a subchapter C corporation, using an effective tax rate of 40.0% for the year ended December 31, 2010, and 39.0% for the three months ended March 31, 2011, and (c) the refinancing transactions.

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  Pro forma, as adjusted net income for the year ended December 31, 2010 and the three months ended March 31, 2011, does not include adjustments to historical amounts as reflected for the write-off of deferred financing costs in connection with the refinancing transactions, or the payment of the cash bonuses in connection with the refinancing transactions, and does not include adjustments for the 11% prepayment premium in an aggregate amount of $10.6 million for the optional redemption of 35%, or $96.3 million, of our outstanding senior secured notes as a result of the use of proceeds from this offering and the write-off of approximately $2.6 million of related deferred financing costs.
 
  The following is a reconciliation of historical net income to pro forma, as adjusted net income for the year ended December 31, 2010 and the three months ended March 31, 2011:
 
                         
    Year Ended
    Three Months Ended
       
    December 31, 2010     March 31, 2011        
    (unaudited)        
    (In thousands)        
 
Net income
  $ 78,243     $ 9,255          
Net increase in interest expense (a)
    (19,095 )     (3,767 )        
                         
Pro forma, as adjusted net income before income taxes
    59,148       5,488          
                         
Pro forma, as adjusted provision for income taxes (b)
    23,275       2,085          
                         
Pro forma, as adjusted net income
    35,873       3,403          
                         
Pro forma, as adjusted net income attributable to common stockholders
  $ 34,912     $ 3,260          
 
 
(a) The following is a reconciliation of historical interest expense to pro forma, as adjusted interest expense for the year ended December 31, 2010 and the three months ended March 31, 2011:
 
                 
    Year Ended
    Three Months Ended
 
    December 31, 2010     March 31, 2011  
    (unaudited)  
    (In thousands)  
 
Interest expense
  $ 5,388     $ 2,342  
Net increase resulting from the refinancing transactions (i)
    31,474       6,862  
Net decrease resulting from the use of proceeds of this offering (ii)
    (12,379 )     (3,095 )
                 
Pro forma, as adjusted interest expense
  $ 24,483     $ 6,109  
                 
 
 
(i) Reflects the difference in interest expense between the historical amounts incurred under our term loan facility and senior secured revolving credit facility, including the amortization of deferred financing costs, and the interest expense that would have been incurred under our 11.00% senior secured notes due 2018 and our amended and restated senior secured revolving credit facility (based on the historical interest expense attributable to our senior secured revolving credit facility, plus the interest expense related to the additional amounts drawn under our amended and restated senior secured revolving credit facility upon consummation of the refinancing transactions of $3.5 million at an assumed interest rate of 4.5% for both the year ended December 31, 2010 and the three months ended March 31, 2011, which was the interest rate in effect upon the consummation of the refinancing transactions), assuming the refinancing transactions were consummated on January 1, 2010. The adjustment to interest expense resulting from the refinancing transactions includes the amortization of deferred financing costs incurred in connection with the refinancing transactions.
 
(ii) Reflects the reduction in interest expense, assuming a 4.5% interest rate attributable to borrowings repaid under our senior secured revolving credit facility, after giving effect to the refinancing transactions as if they had occurred on January 1, 2010, as a result of the use of a portion of the proceeds from this offering to repay amounts outstanding under our senior


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secured notes and our senior secured revolving credit facility, assuming this offering was consummated on January 1, 2010. See “Use of Proceeds.” In the event the net proceeds to us from this offering are increased/(decreased) as a result of an increase/(decrease) in the initial public offering price per share, we will correspondingly increase/(decrease) the amount we will repay under our senior secured revolving credit facility. A $1.00 increase/(decrease) in the assumed initial public offering price of $17.00 per share, the midpoint of the range set forth on the cover page of this prospectus, would decrease/(increase) the pro forma, as adjusted interest expense by $0.3 million on an annual basis, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.
 
(b) Reflects $23.3 million and $2.1 million in income taxes for the year ended December 31, 2010 and the three months ended March 31, 2011, respectively, on a pro forma, as adjusted basis after giving effect to the increase in interest expense as a result of the refinancing transactions described above, as a result of our conversion from a subchapter S corporation to a subchapter C corporation, using an effective tax rate of 40.0% for the year ended December 31, 2010, and 39.0% for the three months ended March 31, 2011.
 
(3) We define EBITDA as net income before interest expense, provision for income taxes and depreciation and amortization. EBITDA is not a measure of financial performance under U.S. GAAP and should not be considered as an alternative to net income as a measure of performance. Because EBITDA is not a measurement determined in accordance with U.S. GAAP and is susceptible to varying calculations, EBITDA, as presented, may not be comparable to other similarly titled measures presented by other companies. We believe that EBITDA is a useful financial metric to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business, as well for providing a comparison of our operating performance to that of other companies in our industry.
 
We use EBITDA in a number of ways, including:
 
  •  for planning and budgeting purposes;
 
  •  to evaluate the effectiveness of our business strategies;
 
  •  in communications with our board of directors concerning our consolidated financial performance; and
 
  •  to determine management’s compensation.
 
The following table reconciles net income, the most directly comparable GAAP financial measure, to EBITDA for the periods presented:
 
                                                         
    Year Ended December 31,     Three Months Ended March 31,  
    2006     2007     2008     2009     2010     2010     2011  
                                  (unaudited)  
    (In thousands)  
 
Net income
  $ 6,884     $ 20,818     $ 41,964     $ 57,850     $ 78,243     $ 17,129     $ 9,255  
Interest expense, net (a)
    439       1,584       1,256       1,317       5,261       733       3,850  
Depreciation and amortization
    645       961       2,049       2,140       974       249       469  
                                                         
EBITDA (b)
  $ 7,968     $ 23,363     $ 45,269     $ 61,307     $ 84,478     $ 18,111     $ 13,574  
                                                         
 
 
(a)
Interest expense, net for the year ended December 31, 2010 includes amortization of deferred financing costs of $537,143. Interest expense, net for the three months ended March 31, 2011 includes amortization of deferred financing costs of $301,853 and the write-off of deferred financing costs as a result of the refinancing transactions of $1.5 million.


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(b)
For the year ended December 31, 2009, EBITDA was negatively impacted by a write off of approximately $3.0 million related to our acquisition of MAR-VEL International, Inc. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Acquisition of MAR-VEL International, Inc.” In addition, for the year ended December 31, 2010 and the three months ended March 31, 2010 and 2011, EBITDA was negatively impacted by costs consisting principally of legal, accounting and other professional fees incurred in connection with this offering and the pursuit of other strategic opportunities and financings.
 
EBITDA has limitations as an analytical tool and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. See “Non-GAAP Financial Measures.”
 
(4) As adjusted balance sheet data assumes that the net proceeds to us from this offering, after deducting underwriting discounts, will be approximately $142.3 million, assuming the common stock is offered at $17.00 per share, the midpoint of the range set forth on the cover page of this prospectus and gives effect to (a) the use of proceeds from this offering (1) to exercise our option to redeem 35%, or $96.3 million, of our outstanding senior secured notes at an aggregate redemption price of $106.8 million, or 111% of the principal amount thereof, and (2) to repay $35.5 million in principal amount outstanding under our senior secured revolving credit facility and (b) the accrual of the remainder of the transaction bonuses in the amount of $2.4 million upon the consummation of this offering and an additional estimated $2.7 million, assuming the common stock is offered at $17.00 per share, the midpoint of the range set forth on the cover page of this prospectus, for a bonus in connection with this offering. As adjusted balance sheet data does not give effect to the distribution to our stockholders of $5.7 million made in April 2011, and the distributions to our stockholders of $3.5 million made in June 2011, principally related to estimated taxes for the first and second quarters of 2011, as well as a final distribution in the amount of approximately $0.7 million that we expect to make in connection with our conversion to a subchapter C corporation. See “Prospectus Summary—Recent Transactions,” “Use of Proceeds” and “Capitalization.”


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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 
You should read the following discussion of our financial condition and results of operations in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.”
 
Business Overview
 
We believe we are a leading provider of value-added logistics and supply chain solutions specializing in tactical and operational equipment, based on 2010 sales. We drive sales between a fragmented base of vendors and a decentralized group of customers by tailoring our solutions to meet their needs. Most of our over 4,000 active customers (in the past 24 months) are within the Department of Defense and the Department of Homeland Security. Our business model is adaptable and scalable to serve other domestic and foreign government agencies. Through our vendor network, we offer our customers access to over 160,000 items, including apparel, expeditionary equipment, optical equipment, communications equipment, emergency medical supplies, lighting, eyewear and other tactical items, which we combine with our broad suite of value-added supply chain management services. We leverage our established supply chain management and government procurement expertise to develop and strengthen key customer and vendor relationships.
 
Our Market Opportunity
 
Over the last decade, the U.S. government has changed its approach to procurement of operational equipment by shifting away from custom-made products and equipment built to precise specifications, towards readily available, commercial off-the-shelf products and equipment. Over the same period, the Department of Defense streamlined the procurement process by providing increased access to flexible contractual procurement vehicles. As a result, the Defense Logistics Agency, or the “DLA,” has increased its reliance upon outside vendors and service providers for the logistics solutions necessary to get tactical and operational equipment to military personnel and to handle the supply chain management for a diverse and growing array of commercial off-the-shelf products.
 
Concurrently with this shift in approach to procurement, the needs of the U.S. military and the nature of modern warfare have evolved significantly. The demands of recent conflicts have shifted the Department of Defense’s focus towards equipping military personnel to engage in ground-based irregular warfare against asymmetric threats, and away from developing large-scale weapons platforms to support traditional air, land and sea campaigns against other major world powers. As a result, the Department of Defense now places a greater emphasis on ensuring that each soldier is equipped for the needs of modern combat with standardized, state-of-the-art equipment. To increase the combat effectiveness and safety of soldiers, the Department of Defense has increased its average spend-per-soldier on equipment from $2,000 per soldier during World War II (1941-1946) to $19,000 during the Global War on Terror (2001-2008) (adjusted to 2009 dollars based on the consumer price index). This trend is expected to continue as soldiers are provided a broader set of more complicated and expensive equipment kits to improve combat effectiveness and prepare for a more diverse range of missions. The Department of Defense projects that the amount spent on equipment per soldier will increase substantially in the future.
 
Preparing for irregular warfare requires a significant number of trained and equipped personnel ready to deploy. As of December 2010, the Department of Defense had approximately 2.3 million military personnel. For example, the recently implemented Army Force Generation model requires that approximately one-third of active-duty units and one-fifth of reserve units are available to deploy each year, regardless of whether the United States is at war. In addition, all branches of the U.S. military are increasingly called upon to undertake missions beyond the scope of their traditional national defense functions, such as assistance with disaster relief, border patrol and nation building. Each of these soldiers requires the latest operational equipment for his or her mission, which creates a continual need for new equipment for these soldiers.


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We believe these trends will continue for the foreseeable future. As the U.S. military continues to decentralize its approach to procurement and increase the amount of the overall defense budget allocated for equipment for each soldier, and as an increasing number of our customers experience the benefits of our supply chain management services, we believe we can continue to grow our sales over time, notwithstanding changes in overall U.S. defense spending.
 
As a result of these trends, we have grown from $197.6 million of net sales, $6.9 million of net income and $8.0 million of EBITDA for the year ended December 31, 2006, to $1,330.8 million of net sales, $78.2 million of net income and $84.5 million of EBITDA for the year ended December 31, 2010. This represents a compound annual growth rate of our net sales, net income and EBITDA from 2006 to 2010 of 61%, 84% and 80%, respectively. While we continue to be well positioned to take advantage of this market opportunity and we expect to continue to experience growth in our net sales, net income and EBITDA, there can be no assurance that we will be able to maintain the level of compound annual growth rate in the future.
 
The Department of Defense operated under a continuing resolution from October 2010 to April 2011, a result of the longest delay in passing a defense appropriations bill since 1976. A “continuing resolution” is a form of appropriations legislation used to fund government agencies in the event that a formal appropriations bill has not been ratified by Congress before the beginning of the government’s fiscal year. It provides for funding only at a reduced or similar level as the previous fiscal year, and as a result, government agencies operating under a continuing resolution do not know their spending budget until a final appropriations bill has been passed. Given the uncertainty around the total Department of Defense budget that results from a continuing resolution, Department of Defense agencies typically reduce allocations to their internal purchasing entities. Consequently, during the period of the continuing resolution most of our customers had access to only a portion of the funding they had in the comparable previous period while not under the continuing resolution.
 
The impact of the continuing resolution on our growth should be viewed across both 2010 and 2011. While we do not believe it significantly impacted overall underlying demand for our products and services, it disrupted normal year-on-year and seasonal ordering patterns, as agencies both prepared for, and later reacted to, uncertainty in their budgets.
 
In mid-2010, as it began to appear that Congress would not pass a Department of Defense budget in a timely manner, agencies began to prepare to operate under a continuing resolution by accelerating their orders of operational readiness equipment. Our sales force worked closely with customers to encourage purchasing in advance of budgetary uncertainty. Many customers decided to purchase equipment in 2010 that they may have otherwise decided to order in 2011. This positively impacted net sales in our third and fourth fiscal quarters of 2010. As a result, some purchases that we expect would have been booked in 2011 were booked in 2010. The net result was that the continuing resolution had a positive impact on our year-on-year growth in 2010, over what we would have expected had a Department of Defense budget been passed in a timely manner.
 
The continuing resolution has had a continuing impact in 2011. Many of our customers were uncertain as to their total annual 2011 budget during the first two quarters of their fiscal year. The result was that in our fourth fiscal quarter of 2010 and first fiscal quarter of 2011, decision makers delayed some purchases while awaiting clarity on their budgets. We expect that this will exaggerate our normal fluctuations in sales from quarter-to-quarter in 2011, resulting in lower growth in the second fiscal quarter of 2011. The passing of an appropriations bill in April gave agencies certainty as to their budget allocations. As a result, we believe our customers may place orders in the remainder of 2011 in order to use that portion of their budget previously preserved by deferring orders so that it will not be forfeited at the end of the government fiscal year.
 
Components of Our Consolidated Statements of Operations
 
Net Sales
 
Contractual Procurement Vehicles
 
We derive our net sales from the sale of goods and logistics solutions primarily to branches and units of the U.S. military or other federal agencies. In order for the U.S. military and other federal agencies to use budgetary funds to purchase goods and services, each acquisition must be executed through an appropriate


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contractual procurement vehicle. To shorten the contracting period, the U.S. government has created broad “indefinite delivery and indefinite quantity,” or “IDIQ,” contracts to act as procurement vehicles. These contracts provide regulatory and payment conduits that allow the customer to use government funds to purchase equipment and services from a limited number of pre-approved suppliers; however, they do not commit any customer to any set volume of purchases. The volume committed in any particular sale is set at the time the customer order is established.
 
Most of our net sales are derived from individual orders for goods and services through IDIQ contracts. Under these contracts, we agree to provide itemized products and related services at fixed prices established at the time a customer order is made (or at the time the contract is entered into under some of our single-award IDIQ contracts, as described below). Although these contracts include certain parameters defining the types of products that may be purchased through the contract and limit the personnel that may use the contract as a vehicle to spend government funds, our contracts typically provide us with significant flexibility to source the specified products from multiple vendors. There are generally three different types of IDIQ contracts: multiple-award contracts, single-award contracts and federal supply schedules.
 
  •  Multiple-award IDIQ contracts are awarded to a limited number of pre-approved suppliers and have ceiling limitations on the total amount of government funds that can be used through the contract. The award of particular purchase orders under these contracts requires a second competitive bidding process among that limited number of suppliers (which typically occurs within one day to a week upon submission of a bid). Our Spec Ops TLS contract and FES TLS contract are examples of multiple-award IDIQ contracts.
 
  •  Single-award IDIQ contracts function very much like multiple-award IDIQ contracts. However, they are awarded to a sole-supplier and often cover a much narrower breadth of products. The particular agency and customers who wish to make purchases under a single-award IDIQ contract commit to a pre-approved sole supplier for the equipment and services to be provided through that contract. Our single-award IDIQ contract vehicles, such as our GEN III contract, are often entered into with a program office within a particular branch of the U.S. military to provide a standardized suite of products that are intended for a broad cross-section of forces in that particular military branch. Through these single-award IDIQ contracts, we commit to fulfill any orders received for goods and services identified in those contracts over a period of time, up to pre-determined volume limitations at fixed prices, which are established at the time the contract is awarded.
 
  •  Federal supply schedules, such as our U.S. General Services Administration, or “GSA,” supply schedules, allow all federal government agencies to purchase items identified in the schedule from a list of pre-approved suppliers at pre-determined maximum prices. Unlike multiple-award IDIQ contracts, federal supply schedules do not typically require a second round of bidding to secure a purchase order and do not have ceiling limitations on the total amount of government funds that can be used through the procurement vehicle. Under our federal supply schedules, we may be the only pre-approved supplier for a particular product, while for other products there are multiple pre-approved suppliers, including our vendors.
 
We do not commit to provide products at specific prices unless we have reached agreement with one or more of our vendors to supply the requisite products at an agreed upon price. For orders scheduled to be delivered over a longer period of time, such as in connection with our single-award program sales contracts, we will often negotiate annual price escalator provisions into the contract to preserve our margins. None of our sales are generated from time-and-materials or cost-reimbursable contracts.
 
Although our contracts do not commit our customers to any set amount of purchases, the volume of our sales and our growth is partially dependent upon maintaining and increasing the number and size of our contracts. By broadening our contract portfolio, we are able to increase the variety of products and services that we may sell and expand our potential customer base. In addition, as the federal government changes its procurement strategy for a particular product or service, we may need to win new IDIQ and other contracts in order to continue selling those items. As our customers’ procurement needs change, we may also need to enter into new single-award IDIQ and other types of contracts in order to continue to sell our products to our customers on a sufficient scale and in a manner that meets their requirements.


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Sales Force
 
Although some of our contracts may guarantee a nominal level of sales, our sales volume will continue to be largely a function of the size and ability of our sales force. Our sales force generates demand for the products and related services we offer by working closely with our customers to match our product offerings to their needs. Our portfolio of contracts is used by our sales team to facilitate processing of customer demand generated by their sales efforts. For the year ended December 31, 2010, our net sales were derived from over 60,000 customer orders.
 
In calculating the total number of sales representatives in our sales force and the amount of net sales and gross profit attributable to each sales representative, we do not include those members of our sales force who primarily serve our state and local law enforcement customers, which were 10, 14 and 14 members of our sales force as of December 31, 2008, 2009 and 2010, respectively, and 12 members of our sales force as of March 31, 2011. We treat sales to state and local law enforcement customers differently because these sales do not currently contribute a meaningful amount to our overall net sales and gross profit are derived from a distinct customer set, which possesses unique sales cycles and contractual processes. Sales representatives who serve our state and local law enforcement customers perform fundamentally different functions in the sales process than the other members of our sales force. These representatives focus primarily on marketing and customer service rather than on direct sales. Consequently, the activities and headcount of the sales representatives who serve our state and local law enforcement customers do not correlate to our financial performance in the same way as the activities and headcount of our other sales personnel. As a result, we exclude state and local law enforcement personnel in calculating the weighted average number of sales representatives and when reviewing sales force performance and overall financial results.
 
For the years ended December 31, 2008, 2009 and 2010, we had a weighted average total of 74, 99 and 134 members in our sales force, respectively. We use the following process to calculate our weighted average sales force: first we determine the number of sales representatives at the end of each month; we then multiply that number by a factor that is determined by where the month falls during the year; finally, we take the average of the sum of the monthly numbers. For example, for a full year period, the number of sales representatives at the end of January is multiplied by twelve, the number of sales representatives at the end of February is multiplied by eleven, and the factor by which each month-end number of sales representatives is multiplied decreases by one for each succeeding month so that the number of sales representatives at the end of December is multiplied by one.
 
In 2010, the size of our weighted average sales force increased by an additional 35 members. As of December 31, 2008, 2009 and 2010 the total number of sales representatives at the end of the period was 87, 118 and 166, respectively. As of March 31, 2011, the total number of sales representatives at the end of the period was 185.
 
As of March 31, 2011, pursuant to the calculation of the number of our employees under the Small Business Administration regulations, we had 443 employees. As we continue to grow, we may in the future no longer be eligible to compete for government contracts set aside for businesses designated under certain NAICS codes for small businesses with fewer than 500 employees. Under the Small Business Administration regulations, a concern that is qualified as a small business at the time it receives a contract is considered a small business throughout the life of that contract. Therefore, none of our small business set aside contracts will automatically terminate should we cease to qualify as a small business with fewer than 500 employees. Our Spec Ops TLS contract, which accounted for approximately 44% of our total net sales for each of the year ended December 31, 2010 and the three months ended March 31, 2011, was awarded to us pursuant to a NAICS code designating a small business as having fewer than 500 employees.
 
The government contracting officer may request that we recertify our status as a small business at the time of renewal of a contract. The contracting officer may take into consideration all factors relating to performance under the contract including small business status in deciding to renew a contract. According to our internal data management system through which we track bids solicited and awards granted to us under our Spec Ops TLS contract, we won approximately 90% of the awards granted under the Spec Ops TLS contract in 2010. As a result, to the extent we continue to compete successfully under this contract, we believe


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that our Spec Ops TLS contract will be renewed even in the event we are no longer able to recertify as a small business.
 
We have also successfully competed for a number of contractual procurement vehicles that are not set aside for small businesses and we believe that we will continue to do so effectively. While management does not believe that any future loss of our status as a small business will have a material adverse effect on our results of operations, we cannot assure you that we will be able to maintain our current results of operations and financial condition if we are no longer able to participate in the federal government’s small business programs. See “Risk Factors—Risks Related to Business—We may no longer be able to participate in the federal government’s small business programs which may affect our business and our sales.”
 
Vendors
 
We have established long-term relationships with approximately 1,400 active vendors (in the past 24 months). We have also instituted a preferred vendor program, which is comprised of approximately 300 vendors, that enables us to secure preferential terms and support on thousands of products. This allows us to generate sales by competitively bidding on opportunities for new and existing customers. We have established incentives for our sales team to increase sales of our preferred vendors’ products, which further enhances our value proposition to our preferred vendors and allows us to generate additional sales on favorable terms. For the year ended December 31, 2010, approximately 90% of our sales were sourced from our preferred vendors. As additional vendors come to realize the value proposition provided by our experienced sales force, customer relationships and access to contractual procurement vehicles, we expect to continue to expand our preferred vendor program.
 
Seasonality
 
We experience some seasonality in our orders as a result of the timing of U.S. federal government purchasing activity, which tends to increase near the end of the U.S. federal government fiscal year on September 30. Most of the funded federal government contracts stipulate that the budget allocation must be used during the corresponding fiscal year or be forfeited. That often results in increased spending near the end of the U.S. federal government fiscal year. This practice results in an increase in our fourth quarter net sales as a percentage of our total net sales for the year, as many of these items are shipped during the 90-day period following receipt of the corresponding orders. For each of the years ended December 31, 2009 and 2010, 31% of our net sales were recognized in the fourth quarter. The seasonality in our results is partially mitigated by sales under our GEN III contract, which typically contributes an equal amount to our net sales each month and comprised approximately 19% of our net sales for the year ended December 31, 2010. As we continue to grow and as sales under our single-award contracts, such as GEN III, account for a smaller percentage of our net sales in the future, we expect the seasonality in our results to increase.
 
The nature of our business may result in significant fluctuations in sales from quarter-to-quarter. In particular, our sales in any period may be impacted by changes in government funding decisions and the average size and product mix of the orders shipped during the period. In addition, the timing with respect to the fulfillment of large orders may cause volatility in our sales from one period to the next. The timing and composition of future orders and government funding decisions are difficult to predict, and we expect to continue to experience these fluctuations in sales in the future.
 
Gross Profit
 
Our gross profit is a function of the difference between the price our customers pay us for the products and services we provide and the price we pay our vendors for those products and services, or our “cost of goods sold.” Cost of goods sold consists only of our merchandise costs, and does not include shipping and handling costs, which have not historically represented a significant portion of our expenses. As a result, metrics that are a function of cost of goods sold, such as gross profit and gross margin, may not be comparable to those of other entities that define cost of goods sold differently from us.
 
The factors that affect our gross profit include:
 
  •  whether we are providing value-added supply chain management services, such as kitting and assembly, custom sourcing solutions, training and product education, product research and


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  development and quality assurance, to our customers in connection with particular product sales. In general, we are able to generate higher gross margins on sales of products where we perform additional value-added services, since we are able to charge higher prices for these bundled products, relative to the sale of stand-alone component parts;
 
  •  whether the products are being sold to a new customer or are being supplied by vendors with whom we are working to establish a new preferred relationship. From time to time, we will bid for a particular customer order or program award at prices that may initially reflect lower margins in order to establish a relationship with a new customer or vendor or where we believe we will be able to improve our gross margins over the life of the contract through price escalation provisions in those contracts or by working with our vendors to improve pricing terms; and
 
  •  whether the order size creates a request for a volume-based discount. Similar to the discounts we may receive from our vendors for large orders, from time to time our customers may expect similar volume-based discounts from us on very large orders.
 
Before bidding for contract awards and customer orders, we have agreed upon pricing terms with the corresponding vendors at levels that allow us to be competitive, while also preserving our gross margins. For commitments to deliver items over a longer period of time, such as through our single-award program contracts, we will often negotiate annual price escalator provisions as part of the arrangement to preserve our margins. Over the term of a single-award program contract, we will often work with our vendors to improve the pricing terms they offer us so that we may realize improved gross margins over the life of the program. Our contracts generally afford us with a significant amount of flexibility in sourcing the specified items from different vendors. This flexibility maintains competition among our vendors for many of the products we sell, which often allows us to obtain additional price improvements over the term of the contract.
 
As described above, demand starts with our sales force. By monitoring and controlling the size and profitability of our sales force, we can gauge the overall success of our business. In particular, we use gross profit per sales representative as a measure to evaluate our performance. Gross profit per sales representative is equal to the gross profit realized during the period under consideration, divided by the weighted average number of representatives on our sales force during the period. For purposes of calculating gross profit per sales representative, we do not include gross profit attributable to those members of our sales force who primarily serve our state and local law enforcement customers. Total gross profit attributable to those members who primarily serve our state and local law enforcement customers was $2,649,178, $2,023,133 and $393,456 for the years ended December 31, 2008, 2009 and 2010, respectively. For the years ended December 31, 2008, 2009 and 2010, our weighted average sales force consisted of 74, 99 and 134 members, respectively. Our gross profit per weighted average sales representative for each of the years ended December 31, 2008, 2009 and 2010, was approximately $1,147,000, $1,223,000 and $1,224,000, respectively. Because it typically takes three to six months to sufficiently train new sales representatives before they make a meaningful contribution to our net sales, expanding our sales force has the result of temporarily decreasing gross profit per sales representative.
 
Selling, General and Administrative Expenses
 
Our selling, general and administrative, or “SG&A,” expenses consist primarily of payroll, payroll taxes, freight, commissions, travel and advertising and marketing expense. Certain of these expenses, including costs related to our infrastructure, payroll expense and travel, do not increase in proportion to increases in sales. In addition, products and other value-added services sold through our single-award IDIQ contracts often require less on-going sales effort to sustain and we generally incur lower freight, travel, commissions and employee costs per sales dollar received for these products. Since we will be a public company after the consummation of this offering, we anticipate that our SG&A expenses will increase due to increases in audit fees, professional fees, directors’ and officers’ insurance costs and expenses related to hiring additional personnel and expanding our administrative functions.
 
Following this offering, we expect to incur additional stock compensation expense in connection with future option grants and other awards made in the form of our common stock. In connection with equity awards we expect to issue upon consummation of this offering, we expect to incur a recurring quarterly stock


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compensation charge of approximately $1.6 million in the third quarter of 2011 and approximately $2.3 million each quarter thereafter for approximately four years. See “Executive Compensation—Equity Compensation Plans.”
 
Taxes
 
Prior to the consummation of this offering, we have been taxed under the rules and regulations of Subchapter S of the Internal Revenue Code of 1986, as amended, or the “Code.” Under those rules and regulations, we do not pay federal or state income taxes on our taxable income. Instead, our stockholders are liable for individual federal and state income taxes on their respective share of our income or loss. In connection with this offering, we will convert from a subchapter S corporation to a subchapter C corporation. In connection with this conversion, we will record a tax benefit (estimated to be approximately $500,000 as if the conversion occurred on March 31, 2011) to recognize deferred taxes. Upon conversion to a subchapter C corporation, we will be subject to tax in the United States as well as any other tax jurisdictions in which we conduct business.
 
Interest Expense
 
We incurred significant indebtedness in connection with the refinancing transactions. As a result, our annual interest expense will increase significantly from prior years’ interest expense. Due to the issuance of our senior secured notes, and assuming the redemption of 35%, or $96.3 million, of our senior secured notes, the maximum amount permitted to be redeemed in connection with this offering under the senior secured notes indenture, annual interest expense on our senior secured notes will increase from historical interest expense by approximately $20.4 million. See “Prospectus Summary—Recent Transactions” and “—Liquidity and Capital Resources.”
 
Acquisition of MAR-VEL International, Inc.
 
In June 2008, we acquired the stock of MAR-VEL International, Inc., or “MAR-VEL.” We acquired MAR-VEL in order to gain access to its Prime Vendor multiple-award IDIQ contract, which was the predecessor to our current Spec Ops TLS multiple-award IDIQ contract. The acquisition provided us with additional contract capacity to continue our sales growth until the award of our Spec Ops TLS contract was obtained. The aggregate purchase price for MAR-VEL was $5.5 million. Once we were awarded the Spec Ops TLS contract in 2009, the renewal option on the MAR-VEL Prime Vendor contract was not exercised. Therefore, the remaining unamortized portion of the intangible asset related to the MAR-VEL sales contract of $3.0 million was recorded as an impairment loss in 2009.
 
Results of Operations
 
The table below shows our results of operations for the periods presented in dollar amounts (in millions) and as a percentage of net sales.
 
                                                                                 
    Year Ended December 31,     Three Months Ended March 31,  
    2008     2009     2010     2010     2011  
                                        (unaudited)              
 
Net sales
  $ 660.5       100.0 %   $ 932.2       100.0 %   $ 1,330.8       100.0 %   $ 292.3       100.0 %   $ 343.9       100.0 %
Cost of goods sold
    573.0       86.7 %     809.1       86.8 %     1,166.4       87.6 %     258.9       88.6 %     302.7       88.0 %
                                                                                 
Gross profit
    87.5       13.3 %     123.1       13.2 %     164.4       12.4 %     33.4       11.4 %     41.2       12.0 %
Selling, general and administrative expenses
    44.3       6.7 %     60.9       6.5 %     80.9       6.1 %     15.6       5.3 %     28.1       8.2 %
Intangible asset impairment
                3.0       0.3 %                                    
Interest expense, net
    1.2       0.2 %     1.4       0.2 %     5.3       0.4 %     0.7       0.2 %     3.8       1.1 %
                                                                                 
Net income
  $ 42.0       6.4 %   $ 57.8       6.2 %   $ 78.2       5.9 %   $ 17.1       5.9 %   $ 9.3       2.7 %
                                                                                 


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Comparison of the Three Months Ended March 31, 2011 and the Three Months Ended March 31, 2010.
 
                         
    Three Months Ended
       
    March 31,     % Change
 
    2010     2011     2011 Over 2010  
    (In millions)  
    (unaudited)  
 
Net sales
  $ 292.3     $ 343.9       18 %
Cost of goods sold
    258.9       302.7       17 %
                         
Gross profit
    33.4       41.2       23 %
Selling, general and administrative expenses
    15.6       28.1       80 %
Interest expense, net
    0.7       3.8       443 %
                         
Net income
  $ 17.1     $ 9.3       (46 %)
                         
 
Net Sales
 
Net sales for the three months ended March 31, 2011 were $343.9 million, as compared to $292.3 million for the three months ended March 31, 2010, which represented a $51.6 million, or 18%, increase. Our net sales for the three months ended March 31, 2011 were positively impacted by the net weighted average addition of 24 members to our sales force during the three months ended March 31, 2011 for a total weighted average sales force of 171 members as compared to the addition of 14 members for the three months ended March 31, 2010 and a total weighted average sales force of 122 members. In June 2010, we began shipping orders under our Fire Resistant Environmental Ensemble, or “FREE,” contract, which contributed $26.8 million of additional sales for the three months ended March 31, 2011. In addition, sales under our GEN III contract were $4.5 million higher in 2011, compared to 2010, due to shipments of a new camouflage pattern at higher prices and the annual price increase of approximately 3.5%. Sales under commercial purchase orders increased by $9.0 million primarily due to increased sales to existing customers. Sales under the TLS contracts increased by $7.3 million with sales under the FES TLS contract increasing by $1.4 million and the remaining $5.9 million of additional sales being generated across various product categories under our TLS contracts. Overall increases were partially offset by a $5.0 million decrease in GSA sales.
 
Gross Profit
 
Gross profit for the three months ended March 31, 2011 was $41.2 million, as compared to $33.4 million for the three months ended March 31, 2010, which represented a 23% increase. The increase in gross profit was primarily attributable to the increase in the volume of our sales combined with a slight improvement in margin percentage. Gross profit as a percentage of net sales for the first quarter of 2011 increased to 12.0% as compared to 11.4% for the first quarter of 2010. The lower gross profit as a percentage of sales for the first quarter of 2010 was primarily due to lower gross profit as a percentage of net sales realized from the sale of new products, in particular expeditionary equipment and structures, from new vendors during that quarter. From time to time, we execute orders on lower gross margins in order to establish a relationship with a new customer or vendor.
 
Selling, General and Administrative Expenses
 
SG&A expenses for the three months ended March 31, 2011 were $28.1 million, as compared with $15.6 million for the three months ended March 31, 2010, which represented an 80% increase. This increase was primarily due to the $6.6 million transaction bonuses paid in connection with the offering of the senior secured notes as well as an increase in professional fees primarily incurred in connection with certain financing transactions. The increase in SG&A expenses was also due to the increase in the volume of our sales and the related payroll, commissions, travel, freight and other expenses incurred from expanding our sales force and supporting infrastructure. SG&A expenses were 8.2% of net sales for the three months ended March 31, 2011, up from 5.3% of net sales for the three months ended March 31, 2010.


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Net Income
 
Net income for the three months ended March 31, 2011 was $9.3 million, as compared with $17.1 million for the three months ended March 31, 2010, which represented a 46% decrease. This decrease was due primarily to the expenses resulting from the refinancing transactions in the first quarter of 2011 which included the transaction bonuses of $6.6 million and the write-off of deferred financing costs of $1.5 million. In addition, our interest expense, net for the first quarter of 2011 was $3.8 million, as compared with $0.7 million for the same period of 2010, primarily as a result of increased borrowings under our new senior secured revolving credit facility, our new senior secured term loan and the senior secured notes. Net income as a percentage of net sales for 2011 decreased to 2.7% as compared to 5.9% for 2010.
 
Comparison of the Year Ended December 31, 2010 and the Year Ended December 31, 2009.
 
                         
    Year Ended
       
    December 31,     % Change
 
    2009     2010     2010 Over 2009  
    (In millions)        
 
Net sales
  $ 932.2     $ 1,330.8       43 %
Cost of goods sold
    809.1       1,166.4       44 %
                         
Gross profit
    123.1       164.4       34 %
Selling, general and administrative expenses
    60.9       80.9       33 %
Intangible asset impairment
    3.0              
Interest expense, net
    1.4       5.3       279 %
                         
Net income
  $ 57.8     $ 78.2       35 %
                         
 
Net Sales
 
Net sales for the year ended December 31, 2010 were $1,330.8 million, compared to $932.2 million for the year ended December 31, 2009, which represented a 43% increase. This increase was primarily due to a higher sales volume during 2010. Our net sales for the year ended December 31, 2010 were positively impacted by the net weighted average addition of 35 members to our sales force during the year ended December 31, 2010, as compared to the year ended December 31, 2009, which resulted in increased sales to existing customers and additional sales to new customers within our customer base. Sales growth also resulted from the introduction of new products sold through our multiple-award IDIQ contracts. In particular, our TLS contracts generated an additional $436.8 million of incremental sales, offset by the $213.7 million decrease in Prime Vendor sales, as our Prime Vendor contract was replaced in 2009 by TLS and sales were phased out. Of the net $223.1 million increase in TLS contracts, sales of expeditionary equipment and structures through our Spec Ops TLS contract, which began in the first quarter of 2009, contributed $147.5 million of additional sales, sales under our FES TLS contract, under which we sell fire-resistant apparel and first-responder apparel and equipment, contributed $9.8 million. The remaining $65.8 million of additional sales were generated across other various product categories under our TLS contracts. In addition, sales under our GEN III contract were $22.6 million higher in 2010, compared to 2009, due to a lapse in full funding of monthly kit shipments in January 2009. In June 2010, we began shipping orders under our Fire Resistant Environmental Ensemble, or “FREE,” contract, which contributed $95.0 million of additional sales for the year ended December 31, 2010. The remaining $57.9 million increase in net sales included $38.7 million of additional commercial sales, primarily to defense contractors. Sales through our GSA federal supply schedules for the year ended December 31, 2010 were $126.0 million, compared to $136.5 million for the year ended December 31, 2009. This decrease was primarily the result of our decision to effect certain sales in 2010 under our TLS contracts that were effectuated in 2009 under our GSA federal supply schedules.
 
Gross Profit
 
Gross profit for the year ended December 31, 2010 was $164.4 million, as compared to $123.1 million for the year ended December 31, 2009, which represented a 34% increase. The increase in gross profit was


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primarily attributable to the increase in the volume of our sales. Gross profit per sales representative was $1,224,000 for the year ended December 31, 2010, as compared to $1,223,000 for the year ended December 31, 2009. Our weighted average sales force for the year ended December 31, 2010 was 134 members, as compared to 99 members for the year ended December 31, 2009. Gross profit as a percentage of net sales for the year ended December 31, 2010 decreased to 12.4% as compared to 13.2% for the year ended December 31, 2009. Consistent with our business model, this decrease was primarily due to lower gross profit as a percentage of net sales realized from the sale of new products, in particular expeditionary equipment and structures, from new vendors. From time to time, we will execute orders on lower gross margins in order to establish a relationship with a new customer or vendor.
 
Selling, General and Administrative Expenses
 
SG&A expenses for the year ended December 31, 2010 were $80.9 million, compared to $60.9 million for the year ended December 31, 2009, which represented a 33% increase. This increase was primarily due to the increase in the volume of our sales and the related payroll, commissions, travel, freight and other expenses incurred from expanding our sales force and supporting infrastructure. SG&A expenses were 6.1% of net sales for the year ended December 31, 2010, down from 6.5% of net sales for the year ended December 31, 2009. This decrease was primarily a result of our ability to leverage our existing infrastructure through a decrease of 0.6% in payroll and payroll-related expenses as a percentage of net sales. In addition, depreciation and amortization decreased by 0.1% of net sales, as a result of the write-off of the unamortized portion of the intangible asset related to the acquisition of MAR-VEL. See “—Acquisition of MAR-VEL International, Inc.” These decreases were partially offset by an increase of 0.4% in expenses for professional fees as a percentage of net sales primarily incurred in connection this offering and the pursuit of other strategic opportunities and financings.
 
Net Income
 
Net income for the year ended December 31, 2010 was $78.2 million, compared to $57.8 million for the year ended December 31, 2009, which represented a 35% increase. This increase was attributable to the factors described above. Net income as a percentage of net sales for 2010 decreased to 5.9% as compared to 6.2% for 2009. This decrease was primarily the result of our decline in gross profit as a percentage of net sales, as described above, offset slightly by lower SG&A expenses as a percentage of net sales. In addition, our interest expense, net for 2010 was $5.3 million, as compared with $1.4 million for 2009, primarily as a result of increased borrowings under our senior secured revolving credit facility and our former term loan facility. Our interest expense will increase significantly in 2011 as a result of the offering of our senior secured notes.
 
Comparison of the Year Ended December 31, 2009 and the Year Ended December 31, 2008.
 
                         
    Year Ended
       
    December 31,     % Change
 
    2008     2009     2009 Over 2008  
    (In millions)        
 
Net sales
  $ 660.5     $ 932.2       41 %
Cost of goods sold
    573.0       809.1       41 %
                         
Gross profit
    87.5       123.1       41 %
Selling, general and administrative expenses
    44.3       60.9       37 %
Intangible asset impairment
          3.0        
Interest expense, net
    1.2       1.4       17 %
                         
Net income
  $ 42.0     $ 57.8       38 %
                         
 
Net Sales
 
Net sales for the year ended December 31, 2009 was $932.2 million, as compared with $660.5 million for the year ended December 31, 2008, which represented a 41% increase. This increase was primarily due to a higher volume of sales during 2009. Our net sales were positively impacted by the net weighted average addition of 25 members to our sales force during 2009, or a 34% increase, and the resulting increased sales to


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existing customers and additional sales to new customers, primarily within the U.S. Army and the U.S. Air Force. Sales growth also resulted from the introduction of new products sold through multiple-award contracts during 2009. As a result, combined sales through our multiple-award TLS and former Prime Vendor contracts increased $181.5 million, over $104.8 million of which was related to the sale of expeditionary equipment and structures (which we began selling under these contracts in the first quarter of 2009), partially offset by a $15.5 million decrease in sales under our GEN III contract due to a one-time lapse in full funding of monthly kit shipments in January 2009. In addition, sales through our GSA federal supply schedules increased by $52.4 million, of which $20.9 million resulted from the sale of additional Escalation of Force Kits. In 2009, we also increased our commercial sales to defense contractors by approximately $42.0 million.
 
Gross Profit
 
Gross profit for the year ended December 31, 2009 was $123.1 million, as compared to $87.5 million for the year ended December 31, 2008, which represented a 41% increase. The increase in gross profit was primarily attributable to the increase in the volume of our sales. Gross profit as a percentage of net sales for 2009 remained relatively constant at 13.2%, as compared to 13.3% for 2008. Consistent with our business model, this was largely the result of improved gross profit as a percentage of net sales on sales of existing products and solutions. In particular, we experienced improvements on gross profit as a percentage of net sales under our GEN III contract, which were offset by lower gross profit as a percentage of net sales from the sale of new products, primarily expeditionary equipment and structures. For the year ended December 31, 2009, we had a weighted average total of 99 members in our sales force as compared to 74 for the year ended December 31, 2008. Our gross profit per weighted average sales representative was approximately $1,223,000 in 2009, as compared to $1,147,000 in 2008, due to expanded product offerings.
 
Selling, General and Administrative Expenses
 
SG&A expenses for the year ended December 31, 2009 were $60.9 million, as compared with $44.3 million for the year ended December 31, 2008, which represented a 37% increase. This increase was primarily due to the increase in the volume of our sales and the related payroll, commissions, travel, freight and other expenses incurred from expanding our sales force and supporting infrastructure. SG&A expenses were 6.5% of net sales for the year ended December 31, 2009, down from 6.7% of net sales for the year ended December 31, 2008. This decrease was primarily a result of our ability to leverage our existing infrastructure and our customers paying for the freight costs in connection with sales of expeditionary equipment and structures. This decrease was partially offset by an increase in payroll and payroll taxes as a percentage of net sales.
 
Net Income
 
Net income for the year ended December 31, 2009 was $57.8 million, as compared with $42.0 million for the year ended December 31, 2008, which represented a 38% increase. This increase was attributable to the factors discussed above. Net income as a percentage of net sales for 2009 decreased to 6.2% as compared to 6.4% for 2008. Improvements in SG&A expenses as a percentage of net sales during 2009 were offset by the negative impact of a $3.0 million charge related to the write-off of certain intangibles in connection with the MAR-VEL acquisition. See “—Acquisition of MAR-VEL International, Inc.”
 
Liquidity and Capital Resources
 
General
 
Our primary liquidity needs are for working capital and capital expenditures. We have historically financed our operations through cash from operating activities and borrowings under our revolving credit facilities and expect that these will continue to be our principal sources of liquidity in the future. Based on our current level of operations, we believe that our cash flow from operations, available cash and available borrowings under our senior secured revolving credit facility will be adequate to meet our liquidity needs for at least the next twelve months. We cannot assure you, however, that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or that future borrowings will be available to us under our senior secured revolving credit facility in


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an amount sufficient to enable us to repay our indebtedness or to fund our other liquidity needs. See “Risk Factors—Risks Related to Our Common Stock.”
 
Our business and growth strategy has historically required only a modest amount of capital expenditures. In 2009, we spent $9.2 million on capital expenditures, primarily in connection with the purchase of our current headquarters, and in 2010 capital expenditures were $3.4 million, primarily in connection with the move to our new corporate offices and the construction of a warehouse. Our corporate offices and warehouse are each owned by related entities under the common ownership that are consolidated with ADS in our historical financial statements. See “Certain Relationships and Related Party Transactions.” We expect our capital expenditures to increase in 2011 to approximately $4.5 million (of which we have already invested $1.4 million during the three months ended March 31, 2011), primarily in connection with the construction of a warehouse.
 
Historically, a substantial portion of our sales have been shipped directly from our vendors. For the year ended December 31, 2010, approximately 51% of our net sales were from orders shipped directly from the vendor. While the remainder of our shipments go through our warehouse, only a small percentage are held in inventory without a customer order. This allows us to minimize capital requirements for merchandise inventory. We may experience future increases in merchandise inventory related to new single-award contracts, such as the increase in merchandise inventory that we experienced in 2007 in connection with the award of our GEN III contract.
 
Historically, our cash flow from operations has been relatively stable in relationship to our net sales as a result of the quality of our accounts receivable and the fact that only a small percentage of our net sales are generated from items held in inventory without a customer order. As of March 31, 2011, our allowance for doubtful accounts was $400,000. We expect this to continue for the foreseeable future, and as we experience growth in our net income, we expect our cash flow from operating activities to improve as well.
 
As a result of the refinancing transactions, and assuming the redemption of 35%, or $96.3 million, of our senior secured notes, the maximum amount permitted to be redeemed in connection with this offering under the senior secured notes indenture, annual interest expense on our senior secured notes will increase from historical interest expense by approximately $20.4 million. See “Prospectus Summary—Recent Transactions” and “—Liquidity and Capital Resources.”
 
ADS Tactical, Inc. is a holding company and all of our operations are conducted through our subsidiaries. Consequently, we rely on dividends or advances from our subsidiaries. The ability of such subsidiaries to pay dividends and our ability to receive distributions on our investments in other entities is subject to applicable local law. Such laws and restrictions could limit the payment of dividends and distributions to us.
 
A summary of operating, investing and financing activities are shown in the following table:
 
                                         
                      Three Months
 
    Year
    Ended
 
    Ended December 31,     March 31,  
    2008     2009     2010     2010     2011  
    (In millions)              
                      (unaudited)  
 
Cash provided by operating activities
  $ 15.9     $ 35.3     $ 31.7     $ 12.5     $ 31.8  
Cash used in investing activities
    (14.9 )     (6.6 )     (3.0 )     (1.5 )     (1.2 )
Cash provided by (used in) financing activities
    0.5       (29.5 )     (27.3 )     (11.1 )     (31.5 )
                                         
Net increase (decrease) in cash and cash equivalents
    1.5       (0.8 )     1.4       (0.1 )     (0.9 )
Cash and cash equivalents at the beginning of year
    0.7       2.2       1.4       1.4       2.8  
                                         
Cash and cash equivalents at the end of year
  $ 2.2     $ 1.4     $ 2.8     $ 1.3     $ 1.9  
                                         
 
As of March 31, 2011, we had $1.9 million in cash and cash equivalents and $54.0 million in working capital.
 
As of December 31, 2010, we had $2.8 million in cash and cash equivalents and $30.6 million in working capital.


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Cash provided by operating activities.
 
For the three months ended March 31, 2011 our operating activities generated net cash of $31.8 million as compared to $12.5 million for the same period in 2010. This increase was primarily due to a $14.4 million decrease in inventory in the first three months ended March 31, 2011 as levels normalized due to the multiple camouflage patterns we carried during 2010 for a customer program. This compares to a $6.4 million build up of inventory in the first quarter of 2010 as we ramped up for the inception of a new program which began in the second quarter of 2010. In addition, accounts receivable decreased by $23.6 million for the three months ended March 31, 2011 as compared to a $10.5 million decrease for the same period in 2010. The fourth quarter accounted for 31% of sales for both years so a decline in receivables was expected in the first quarter. These increases were partially offset by a $7.8 million decrease in net income for the three months ended March 31, 2011 compared to the same period in 2010 primarily due to the refinancing transactions, additional interest expense and increased professional fees primarily incurred in connection with certain other financing transactions. In addition, there was a $13.0 million decrease in accounts payable in the first quarter of 2011 as compared to a $6.2 million decrease in the first quarter of 2010.
 
For the year ended December 31, 2010, our operating activities generated net cash of $31.7 million, as compared to $35.3 million for the year ended December 31, 2009. The $3.6 million decrease in net cash generated from operating activities was primarily due to an increase in net income of $20.4 million for the year ended December 31, 2009 compared to 2010, offset by an increase in inventories of $26.5 million for the year ended December 31, 2010 compared to an increase of $8.5 million for the year ended December 31, 2009. In addition, the year ended December 31, 2009 included a non-cash charge related to intangible asset impairment of $3.0 million. The comparable increases in accounts receivable and accounts payable for the years ended December 31, 2009 and 2010, were the result of increases in revenue and cost of goods sold for both periods.
 
For the year ended December 31, 2009, our operating activities generated net cash of $35.3 million, as compared to $15.9 million for the year ended December 31, 2008. The increase was primarily due to the increase in net income of $15.8 million during 2009. The increase in cash generated from operating activities was also the result of an increase in accounts payable of $32.1 million in 2009, offset by an increase in accounts receivable of $53.1 million during this period. The increases in accounts receivable and accounts payable were primarily the result of increases in sales and cost of goods sold and the timing of payments and collections.
 
Cash used in investing activities.
 
For the three months ended March 31, 2011, net cash used in investing activities was $1.2 million as compared to $1.5 million for the same period in 2010. In the first quarter of 2011, the costs were primarily related to construction costs associated with a new warehouse scheduled to open in the second quarter of 2011, whereas in the first quarter of 2010, the costs related to the build-out of the new corporate headquarters.
 
For the year ended December 31, 2010, net cash used in investing activities was $3.0 million, as compared to $6.6 million of net cash used in investing activities during the year ended December 31, 2009. The use of cash in 2010 was primarily due capital expenditures related to the move into our headquarters and the construction of our warehouse. For the year ended December 31, 2009, the $7.5 million purchase of our new headquarters, combined with $1.7 million in miscellaneous equipment purchases were somewhat offset by $2.1 million in repayment of advances to affiliated companies and stockholders.
 
For the year ended December 31, 2009, net cash used in investing activities was $6.6 million, as compared to $14.9 million of net cash used in investing activities during 2008. In 2009, we used $7.5 million of cash to purchase our existing headquarters and $1.7 million to fund other capital expenditures, and received $2.1 million from the repayment of advances to affiliated companies. In 2008, we used $4.7 million of cash to acquire MAR-VEL and $7.5 million for the purchase of a warehouse. In 2008, we also used $0.8 million to fund other capital expenditures and made advances of $1.9 million to affiliated companies.


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Cash provided by (used in) financing activities.
 
For the three months ended March 31, 2011, net cash used in financing activities was $31.5 million as compared to $11.1 million for the same period in 2010. The refinancing transactions accounted for the majority of the financing activities in the first quarter of 2011. See “—Senior Secured Notes.” In addition, we paid $24.1 million on our senior secured revolving credit facility from cash generated by operating activities. During the three months ended March 31, 2010, we entered into a senior secured revolving credit facility. The proceeds from the senior secured revolving credit facility were used to repay our former revolving credit facility, to repay the remaining $9.0 million outstanding on our former term loan and to make a $50.0 million special distribution to stockholders.
 
For the year ended December 31, 2010, net cash used in financing activities was $27.3 million, as compared to $29.5 million during the year ended December 31, 2009. Net cash used in financing activities of $27.3 million in 2010 was a result of cash distributions to our stockholders of $129.0 million and repayment of debt of $14.3 million, offset primarily by borrowings of $118.5 million. In 2010, we borrowed $67.0 million under our senior secured revolving credit facility to repay our former revolving credit facility, $50.0 million under our term loan facility and $1.5 million under our construction loan related to our new warehouse. We repaid a former term loan with a payment of $9.0 million and made additional payments of $5.3 million on our term loan facility and property mortgages. The cash distributions to our stockholders of $129.0 million in 2010 included two special distributions totaling $98.6 million and distributions for taxes of $30.4 million.
 
For the year ended December 31, 2009, net cash used in financing activities was $29.5 million, as compared to net cash provided by financing activities of $0.5 million in 2008. In 2009, we incurred long-term debt of $6.4 million related to the purchase of our existing headquarters, incurred $1.6 million under our former revolving credit facility, made cash distributions of $33.2 million to our stockholders primarily relating to taxable income and made principal payments on long-term debt of $5.3 million. In 2008, we incurred long-term debt of $6.3 million related to the purchase of a warehouse, incurred $21.5 million under our former revolving credit facility, made cash distributions of $25.5 million to our stockholders primarily relating to taxable income and made principal payments on long-term debt of $3.1 million.
 
In April 2011, we made distributions to our stockholders of $5.7 million principally related to estimated taxes for the fourth quarter of 2010 and the first quarter of 2011, and in June 2011 we made distributions to our stockholders of $3.5 million principally related to estimated taxes for the second quarter of 2011. We will continue to make additional distributions related to taxable income each quarter until the consummation of this offering. In connection with this offering we will convert from a subchapter S corporation to a subchapter C corporation, and we expect to make a final distribution in the amount of approximately $0.7 million in connection with such conversion. Tax payments will no longer be distributed to stockholders and will be classified as cash provided by (used in) operating activities.
 
Senior Secured Revolving Credit Facility
 
On February 18, 2010, we refinanced our then-existing credit facility by entering into a $180.0 million senior secured revolving credit facility with an optional increase in commitments of up to $25.0 million, which we later amended on October 22, 2010 to permit us to enter into our term loan facility. In connection with the refinancing transactions, we amended and restated the senior secured revolving credit facility to, among other things, repay our term loan facility, provide for up to $200.0 million in borrowings with an optional increase in commitments of up to $50.0 million, and permit the offering of the senior secured notes and the distributions to our equity holders. The amended and restated senior secured revolving credit facility became effective concurrently with the completion of the offering of the senior secured notes. See “Description of Certain Indebtedness—Senior Secured Revolving Credit Facility.”
 
Borrowings under the senior secured revolving credit facility bear interest at a rate per annum equal to, at our option, either (a) with respect to base rate loans and swingline loans, a base rate determined by reference to the highest of (1) the prime rate of Wells Fargo Bank, National Association, (2) the federal funds effective rate plus 0.50% and (3) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs, plus 1.00% or (b) with respect to Eurodollar rate loans, a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for


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the interest period relevant to such borrowing adjusted for certain eurocurrency liabilities established by the Federal Reserve Board, in each case plus an applicable margin ranging from 1.25% to 2.75%. At March 31, 2011, the applicable margin was 1.50%. Commencing with the completion of the first calendar quarter after June 30, 2011, the applicable margin for borrowings thereunder will be subject to adjustment each fiscal quarter, based on the average excess availability. Interest-only payments are due monthly.
 
As of March 31, 2011, we had $66.1 million drawn under the senior secured revolving credit facility. After taking into account borrowing base limitations and outstanding letters of credit, we would have had commitments under the senior secured revolving credit facility available to us of $83.9 million. As of March 31, 2011, we had $6.7 million letters of credit outstanding.
 
The borrowing base for the senior secured revolving credit facility at any time is expected to equal the (a) sum of 90% of eligible government accounts receivable, plus 85% of eligible commercial accounts receivable, plus the lesser of (i) 65% of the value of eligible inventory, (ii) 85% of the net recovery percentage of the value of eligible inventory and (iii) $80.0 million and minus (b) reserves established and modified from time to time.
 
Our senior secured revolving credit facility contains a number of covenants that, among other things and subject to certain exceptions, restrict our ability and the ability of our subsidiaries to incur additional indebtedness and alter, modify or make payments on certain indebtedness; incur additional liens; make investments, including: purchase of obligations or securities, capital contributions, loans, deposits, guarantees, or acquisitions; consolidate, merge, dissolve or liquidate; pay dividends on our or our subsidiaries’ capital stock or redeem, repurchase or retire such capital stock or our other indebtedness; create restrictions on the payment of dividends or other amounts to us; engage in transactions with our affiliates; make accounting changes or amendments to organizational documents; modify material contracts; alter the business we conduct; and sell or transfer assets, including capital stock of our subsidiaries.
 
Each of the covenants limiting dividends and other restricted payments, investments, loans and acquisitions, incurrence of unsecured debt, and prepayments or redemptions of certain indebtedness are expected to permit the restricted actions so long as certain payment conditions are satisfied, including certain specified excess availability and fixed charge coverage tests. In addition, we are required to maintain, on a monthly basis, a fixed charge coverage ratio of not less than 1.1 to 1.0 if either an event of default has occurred and is continuing or the undrawn availability under our senior secured revolving credit facility is less than 12.5% of our aggregate commitment, which requirement shall no longer apply after such conditions cease to apply for a period of 90 days. The senior secured revolving credit facility contains certain customary representations and warranties, affirmative covenants and collateral reporting and covenants. Prior to the effectiveness of the amended and restated senior secured revolving credit facility, as of March 31, 2011, we were in compliance with all covenants. Noncompliance with certain covenants in the senior secured revolving credit facility, including the failure to meet the ratio described above, would result in an event of default as defined in the senior secured revolving credit facility, which could result in the acceleration of all amounts outstanding under the senior secured revolving credit facility and/or a termination of the commitments thereunder. An event of default under the senior secured revolving credit facility will also result in a cross-default under the senior secured notes indenture.
 
We are required to make prepayments under the senior secured revolving credit facility at any time when and to the extent that, the aggregate amount of outstanding loans and letters of credit under our senior secured revolving credit facility exceeds either the borrowing base or the aggregate commitments of the lenders. See “Description of Certain Indebtedness.”
 
Senior Secured Notes
 
On March 25, 2011, we issued $275.0 million of 11% senior secured notes due April 1, 2018. Interest on the senior secured notes is payable on April 1 and October 1 of each year. The proceeds from the offering of the senior secured notes, along with amounts drawn from our senior secured revolving credit facility, were used (1) to make a distribution of $217.1 million to our stockholders, (2) to repay our term loan facility, (3) to pay the transaction bonuses and (4) to pay related transaction fees and expenses, including discounts and


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commissions to the initial purchasers of the senior secured notes. See “Prospectus Summary—Recent Transactions.”
 
The senior secured notes are secured by a first-priority lien (subject to certain exceptions and permitted liens) on certain fixed and intangible assets, capital stock of certain subsidiaries, certain intercompany loans held by us and the guarantors of the senior secured notes, proceeds of the foregoing, in each case held by us and the guarantors of the senior secured notes. The senior secured notes are also secured by a second-priority lien (subject to certain exceptions and permitted liens) on all accounts (other than certain notes accounts), instruments, chattel paper and other contracts evidencing such accounts, inventory, certain investment property, cash (other than cash proceeds of the collateral first-priority lien on the senior secured notes), general intangibles and instruments related to the foregoing and proceeds of the foregoing, in each case held by us and the guarantors of the senior secured notes.
 
Prior to April 1, 2015, the senior secured notes may be redeemed in part or in full at a redemption price equal to 100% of the principal amount of the senior secured notes, plus a make-whole premium calculated in accordance with the senior secured notes indenture and accrued and unpaid interest, if any. In addition, prior to April 1, 2014, up to 35% of the original principal amount of the senior secured notes (including any additional notes issued under the senior secured notes indenture) may be redeemed with the net proceeds of certain equity offerings completed before April 1, 2014 at 111%, provided that after giving effect to such redemption, not less than 50% of the senior secured notes remain outstanding. On or after April 1, 2015, the senior secured notes may be redeemed in part or in full at the following percentages of the outstanding principal amount prepaid: 108.250% prior to April 1, 2016; 105.500% on or after April 1, 2016, but prior to April 1, 2017; and 100% on or after April 1, 2017. In the event of a “Change in Control,” as defined in the senior secured notes indenture, the company will be required to offer to repurchase the senior secured notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. In addition, the company will be required to offer to repurchase the senior secured notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, with net proceeds, as defined in the senior secured notes indenture, from certain asset sales including collateral securing the senior secured notes as defined under the senior secured notes indenture, if such proceeds have not otherwise been used in certain specified manners within 365 days of the date of the asset sale.
 
The senior secured notes indenture contains customary covenants and restrictions on the activities of us and our restricted subsidiaries, including, but not limited to, our ability to incur additional indebtedness; pay dividends or make distributions or redeem our capital stock; pay or redeem or purchase certain indebtedness; make certain loans and investments; sell assets; create liens on certain assets to secure debt; enter into agreements restricting our subsidiaries’ ability to pay dividends; consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and engage in transactions with affiliates. Certain of these covenants will be suspended if the senior secured notes are assigned an investment grade rating by both Standard & Poor’s Rating Services and Moody’s Investor Service, Inc. and no default has occurred or is continuing. If either rating on the senior secured notes should subsequently decline to below investment grade, the suspended covenants would be reinstated. We were in compliance with our financial covenants at March 31, 2011.
 
The senior secured notes will not be registered under the Securities Act. See “—Description of Certain Indebtedness.”
 
Term Loan Facility
 
On October 22, 2010, we entered into the term loan facility with Wells Fargo Bank, National Association as administrative agent. On March 25, 2011, we fully repaid the term loan facility with a portion of the proceeds from the offering of our senior secured notes. See “Prospectus Summary—Recent Transactions.”
 
The term loan facility provided for a total commitment of $50.0 million in a single borrowing. The proceeds from the borrowing under the term loan facility were used to fund permitted dividends and cover related transaction costs, including a cash distribution of approximately $48.6 million to our principal stockholders, which was distributed on October 22, 2010.


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The term loan facility was scheduled to mature on February 18, 2013 and bore interest at variable rates based on the Eurodollar rate or the bank’s base rate plus an applicable margin of 4.00% and 3.00%, respectively. Interest on the Eurodollar rate loan was payable on the last day of each applicable interest period, while interest on the bank’s base rate loan was payable monthly in arrears not later than the first day of each calendar month.
 
Guarantees
 
As of March 31, 2011, we guaranteed debt in the amount of $8.5 million incurred by one of our affiliates and debt in the amount of $6.1 million incurred by another of our affiliates. The financial statements of both of these affiliates have been consolidated with our financial statements. We no longer guarantee the debt of either of these affiliates. As of March 31, 2011, we also guaranteed two mortgages totaling $2.0 million related to office and warehouse space that we lease. We no longer guarantee either of these mortgages. For more information, please see “Certain Relationships and Related Party Transactions” and the consolidated financial statements included elsewhere in this prospectus.
 
Critical Accounting Policies and Significant Accounting Estimates
 
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and net sales and expenses during the periods reported. The following accounting policies involve “critical accounting estimates” because they are particularly dependent on estimates and assumptions made by management about matters that are highly uncertain at the time the accounting estimates are made. In addition, while we have used our best estimates based on the facts and circumstances available to us at the time, different estimates reasonably could have been used in the current period. Changes in the accounting estimates we used are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. We review these estimates and assumptions periodically and reflect the effects of revisions in the period that they are determined to be necessary. For further information on all of our significant accounting policies, please see note 2 of the accompanying notes to our audited consolidated financial statements included elsewhere in this prospectus.
 
Revenue Recognition
 
We derive revenue primarily from the sale and distribution of tactical and operational equipment. In order for revenue and the related cost of sales from product sales to be recognized there must be (i) persuasive evidence that an arrangement exists, (ii) delivery has occurred, (iii) the price to the buyer is fixed or determinable and (iv) collectability of the related receivable is reasonably assured. Revenue is recognized depending on the specific terms of the arrangement: either at the point of shipment for those sales under FOB shipping point terms, or when it is received by the customer for sales under FOB destination terms. For those transactions that are shipped at or near the end of the reporting period for which the sales terms are FOB destination, we confirm receipt of the shipment, and if delivery has not occurred, then the revenue is not recognized. We evaluate whether it is appropriate to record product sales and related costs on a gross or net basis in accordance with ASC 605-45, Principal Agent Considerations . Management uses judgment in this consideration, including whether we are primarily obligated in a transaction, subject to inventory risk, has latitude in establishing prices and suppliers, and other factors or indicators that support the determination of whether we have acted as a principal or agent in the related transaction. Shipping and handling costs billed to customers are included in sales. Many of our products are purchased to meet customer specifications, and customer arrangements do not typically involve post-installation or post-sale testing and acceptance. There is no significant variation in sales terms geographically, or among product lines and industries.
 
Accounts Receivable
 
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The majority of our accounts receivable is due from federal, state, and local government agencies. Credit is extended based on an evaluation of a customer’s financial condition. We do not require collateral from our customers. Accounts receivable are generally due within 30 to 90 days and are stated at amounts due from customers, net of allowances


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for doubtful accounts, when management has determined that the balance is not fully collectible. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Amounts collected on trade accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. We determine the need for an allowance for doubtful accounts by considering the customer’s financial condition, the current receivables aging, and current payment patterns. We review on a quarterly basis the need for an allowance for doubtful accounts, which represents our best estimate of the amount of probable credit losses in our existing accounts receivable. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. If the financial condition of our customers were to deteriorate beyond our estimates, resulting in an impairment of their ability to make payments, we would be required to reserve and write off additional accounts receivable balances, which would adversely impact our net earnings and financial condition. Actual uncollectible accounts could exceed our estimates, and changes to our estimates will be accounted for in the period of change. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. We do not have any off-balance-sheet credit exposure related to our customers. At December 31, 2010, we recorded a $400,000 allowance in connection with one of our accounts receivable. At March 31, 2011, our allowance for doubtful accounts was $400,000 and we expect to fully collect substantially all other accounts receivable.
 
Inventory
 
Inventories consist of tactical and operational equipment produced and manufactured by other parties and are stated at the lower of cost or market. Cost is determined by the first-in, first-out basis. For purposes of analyzing the lower of cost or market, market is current replacement cost.
 
We make purchasing decisions principally based upon firm sales orders from customers, the availability and pricing of finished products from our vendors, and projected customer requirements. Future events that could adversely affect these decisions and result in significant charges to our operations include slowdown in customer demand, customer delay in the issuance of sales orders, miscalculation of customer requirements, loss of customers and/or cancellation of sales orders and sales contracts. We consider the need for inventory reserves related to obsolescence and unusable items on a continual basis.
 
Market conditions surrounding products are also considered periodically to determine if there are any net realizable valuation matters, which would require a write-down of any related inventories. If market conditions change, it may be necessary for inventory reserves and write-downs, which would be accounted for in the period of change. Cash flows from the purchase and sale of inventory are included in cash flows from operating activities.
 
Long-Lived Assets
 
We account for the impairment of long-lived assets and amortizable intangible assets in accordance with standards for accounting for the impairment or disposal of long-lived assets. Long-lived assets, such as property, and equipment, and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Management assesses the recoverability of long-lived assets whenever events or changes in circumstance indicate that the carrying value may not be recoverable.
 
Management must make assumptions regarding estimated future cash flows and other factors to determine the fair value of these assets. Other factors could include, among other things, quoted market prices, or other valuation techniques considered appropriate based on the circumstances. If these estimates or related assumptions change in the future, an impairment charge may need to be recorded. Impairment charges would be included in our consolidated statements of operations, and would result in reduced carrying amounts of the related assets on our consolidated balance sheets.
 
Contingencies and Litigation
 
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the


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assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Such accruals are adjusted as further information develops or circumstances change.
 
We periodically assess the potential liabilities related to any lawsuits or claims brought against us. While it is typically very difficult to determine the timing and ultimate outcome of these actions, we use our best judgment to determine if it is probable that we will incur an expense related to a settlement for such matters and whether a reasonable estimation of such probable loss, if any, can be made. Given the inherent uncertainty related to the eventual outcome of litigation, it is possible that all or some of these matters may be resolved for amounts materially different from any estimates that we may have made with respect to their resolution.
 
Recent Accounting Developments
 
As part of the transition to the Financial Accounting Standards Board Accounting Standards Codification, or “FASB ASC,” plain English references to the corresponding accounting policies are provided, rather than specific numeric ASC references. The ASC identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with the U.S. generally accepted accounting principles. The ASC is effective for financial statements issued for interim and annual periods ending after September 15, 2009. There was no impact on the consolidated balance sheets, statements of income, or cash flows upon the adoption of the ASC.
 
In June 2009 the FASB issued updated guidance, which amends guidance for determining whether an entity is a variable interest entity, or “VIE,” and requires the performance of a qualitative rather than a quantitative analysis to determine the primary beneficiary of a VIE. Under this guidance, an entity would be required to consolidate a VIE if it has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. This guidance is effective for the first annual reporting period that begins on January 1, 2010, with early adoption prohibited. The adoption of this guidance did not have a material impact on the company’s consolidated financial statements.
 
In May 2009, the FASB issued updated guidance to establish general standards of accounting for and disclosure of subsequent events. This guidance, as amended, renames the two types of subsequent events as recognized subsequent events or nonrecognized subsequent events and modifies the definition of the evaluation period for subsequent events as events or transactions that occur after the balance sheet date, but before the financial statements are issued. This will require non-public entities to disclose the date through which an entity has evaluated subsequent events and the basis for that date. The company adopted this guidance during 2009. The adoption of this guidance did not have a material impact on the company’s consolidated financial statements.
 
Effect of Inflation
 
Most of our sales are generated from purchase orders under IDIQ contracts that are to be performed within 90 days. Some of our sales under our single-award IDIQ contracts contemplate deliveries over a period of six to 12 months at pre-determined prices (subject, in some cases, to price escalation provisions). We have generally been able to anticipate increases in costs when pricing the products and related services we offer under these contracts. For commitments to deliver items over a longer period of time, such as through our single-award IDIQ contracts, we have often been able to negotiate annual price escalator provisions as part of the arrangement to preserve our margins. Consequently, net income as a percentage of net sales has not been significantly impacted by inflation. There can be no assurance, however, that our sales or operating results will not be impacted by inflation in the future.
 
Off-Balance Sheet Arrangements
 
We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business. We do not have any off-balance sheet arrangements or relationships with entities that are not consolidated into or disclosed on our financial


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statements that have or are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
 
Contractual Obligations
 
The following table reflects our contractual obligations and commercial commitments as of December 31, 2010. Commercial commitments include lines of credit, guarantees and other potential cash outflows resulting from a contingent event that requires our performance pursuant to a funding commitment.
 
                                         
    Payments Due by Period  
          Less than
                More than
 
Contractual Obligations
  Total     1 Year     1-3 Years     3-5 Years     5 Years  
                (In thousands)              
 
Long-term debt (1)(2)
  $ 58,638     $ 21,065     $ 24,933     $ 787     $ 11,853  
Operating leases (3)
    1,956       703       767       486        
Capital leases (4)
    32       32                    
Interest on long-term debt (5)
    16,598       2,318       2,346       1,610       10,324  
Line of credit (6)
    90,155       90,155                    
                                         
Total
  $ 167,379     $ 114,273     $ 28,046     $ 2,883     $ 22,177  
                                         
 
 
 
(1) Long-term debt includes obligations for (a) our corporate headquarters in Virginia Beach, VA, which is owned by Tactical Office, LLC, a related entity under common ownership that is consolidated with ADS in our historical financial statements, and (b) our kitting facility in Virginia Beach, VA, which is owned by Tactical Warehouse, LLC, a related entity under common ownership that is consolidated with ADS in our historical financial statements. See “Certain Relationships and Related Party Transactions” and notes 6, 10 and 11 to our consolidated financial statements.
 
(2) Long-term debt as of December 31, 2010 includes our term loan facility, which was repaid on March 25, 2011 with the proceeds from the sale of our senior secured notes. See “Prospectus Summary—Recent Transactions.”
 
(3) Operating leases includes lease obligations for our main warehouse in Virginia Beach, VA, our warehouse in San Diego, CA and an office and warehouse in Pennsauken, NJ.
 
(4) Capital leases includes lease obligations for hardware and software equipment at our facilities in Pennsauken, NJ.
 
(5) Includes interest on our term loan facility with estimated interest payments at 4.3%, which represents the weighted average interest rate paid during 2010, as well as interest on other long-term debt and capital leases. This term loan was repaid on March 25, 2011 with the proceeds of our senior secured notes.
 
(6) Line of credit consists of our senior secured revolving credit facility. Does not include interest payments on the senior secured revolving credit facility, which bears interest at a variable rate. We estimate that annual interest payments of $3.6 million would be required based on a weighted-average interest rate of 4% paid during 2010, including a commitment fee, assuming outstanding borrowings of approximately $90 million, which we expect to change in the future as additional borrowings become necessary. Actual interest may vary. See “—Liquidity and Capital Resources—Senior Secured Revolving Credit Facility.”


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The following table summarizes our contractual obligations and commercial commitments as of December 31, 2010 on an as adjusted basis to give effect to the refinancing transactions that we completed in March 2011 and to the redemption of 35%, or $96.3 million, of our senior secured notes, as if they had occurred on December 31, 2010, but does not give effect to any repayment of our senior secured revolving credit facility with proceeds of this offering.
 
                                         
    Payments Due by Period  
          Less than
                More than
 
Contractual Obligations
  Total     1 Year     1-3 Years     3-5 Years     5 Years  
                (In thousands)              
 
As adjusted long-term debt:
                                       
Senior secured notes
  $ 178,750     $     $     $     $ 178,750  
Other long-term debt
    13,638       295       703       787       11,853  
Operating leases (1)
    1,956       703       767       486        
Capital leases (2)
    32       32                    
Interest on long-term debt (3)
    152,058       20,455       41,019       40,935       49,649  
Line of credit (4)
    93,155       93,155                    
                                         
Total
  $ 439,589     $ 114,640     $ 42,489     $ 42,208     $ 240,252  
                                         
 
 
(1) Includes lease obligations for a warehouse in Virginia Beach, VA, a warehouse in San Diego, CA and an office and warehouse in Pennsauken, NJ.
 
(2) Includes lease obligations for hardware and software equipment at our facilities in Pennsauken, NJ.
 
(3) Includes interest on our senior secured notes as well as interest on our other long-term debt and capital leases.
 
(4) Includes amounts drawn at the closing of the issuance of our senior secured notes to pay certain fees and expenses in connection with the refinancing transactions. Does not include interest payments on the senior secured revolving credit facility, which bears interest at a variable rate. We estimate that annual interest payments of $3.7 million would be required based on a weighted-average interest rate of 4% paid during 2010, including a commitment fee, assuming outstanding borrowings of approximately $93 million, which we expect to change in the future as additional borrowings become necessary or repayments are made.
 
Qualitative and Quantitative Disclosure about Market Risk
 
Our exposure to market risk relates to changes in interest rates for borrowings under our senior secured revolving credit facility. These borrowings bear interest at variable rates. Based on the amount outstanding under our senior secured revolving credit facility on March 31, 2011, a hypothetical one percentage point increase in interest rates would increase our annual interest expense by approximately $0.7 million. While we may enter into agreements limiting our exposure to higher interest rates, any such agreements may not offer complete protection from this risk.


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BUSINESS
 
Our Company
 
We believe we are a leading provider of value-added logistics and supply chain solutions specializing in tactical and operational equipment, based on 2010 sales. We drive sales between a fragmented base of vendors and a decentralized group of customers by tailoring our solutions to meet their needs. Most of our over 4,000 active customers (in the past 24 months) are within the Department of Defense and the Department of Homeland Security. We consider each party that has the ability to choose between different products and initiates a purchase requisition within the Department of Defense, the Department of Homeland Security and other domestic and foreign government agencies to be a separate customer, although such party may not be the party that awards us the purchase order for the products. Our business model is adaptable and scalable to serve other domestic and foreign government agencies. Through our vendor network, we offer our customers access to over 160,000 items, which we combine with our broad suite of value-added supply chain management services. We leverage our established supply chain management and government procurement expertise to develop and strengthen key customer and vendor relationships.
 
Our customers need the products we offer for ongoing training and to be prepared for a variety of peacetime operations and missions at home and abroad. The products we offer include apparel, expeditionary equipment, optical equipment, communications equipment, emergency medical supplies, lighting, eyewear and other items from approximately 1,400 active vendors (in the past 24 months) such as Camelbak, Hunter Defense Technologies, L-3 Communications, Oakley and SureFire. Most of the products we distribute require regular replacement due to wear and tear and technological advancements. We combine the distribution of our products with our value-added supply chain management services, which include kitting and assembly, custom sourcing, training, product research and development and quality assurance and quality management systems. Our flexible operating model allows us to maintain an asset-light, low-inventory, scalable business. For example, for the year ended December 31, 2010, approximately 51% of our net sales were from orders shipped directly from the vendor.
 
Many of our dedicated and knowledgeable 185-person sales force are former military personnel who understand the changing nature of 21st century security threats and the mission requirements of our customers. The members of our sales force utilize their first-hand understanding of our customers’ needs and requirements and the products we offer to help our customers select the best available products and supply chain management services for their needs. The members of our sales force then draw on their training in and experience with the government procurement process to execute these purchases through our comprehensive portfolio of contractual procurement vehicles.
 
We seek to be a critical partner to each of our customers and vendors. Our value proposition is driven by the combination of three key factors:
 
  •  Deep-Rooted Customer Relationships.   Our customers benefit from our knowledge of, and our ability to provide access to, a wide variety of products and services, which we aim to deliver on time and within budget. By utilizing our logistics solutions and access to our broad portfolio of contractual procurement vehicles, our customers may save time and money, which generates repeat business and fosters deep relationships with our customers.
 
  •  Strategic Vendor Alliances.   Our vendors are able to leverage our experienced sales force, product knowledge, customer relationships and access to contractual procurement vehicles to drive demand for their products and reach a customer base that may otherwise be difficult for them to access independently.
 
  •  Broad Portfolio of Contractual Procurement Vehicles.   Our contractual procurement vehicles provide multiple channels through which our customers can purchase, and our vendors can sell, any of the over 160,000 items we offer without the need for time-consuming individual contracts or open-market bid


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  processes. Our contractual procurement vehicles give our vendors access to customers they may not independently have and enable the U.S. government to realize increased procurement efficiencies.
 
We believe our value proposition has allowed us to drive the growth in demand for the products and related services we offer while building upon the strength of our market position, as evidenced by the compound annual growth rate of our net sales, net income and EBITDA from 2006 to 2010 of 61%, 84% and 80%, respectively.
 
Our Market Opportunity
 
We believe our addressable market is approximately $100 billion, of which our current market share is approximately 1%. Our primary customers include U.S. government agencies whose funds come from, among other sources, the Readiness & Support portion of the Operation & Maintenance budget, which is allocated from the larger Department of Defense base budget. According to information contained in the Department of Defense Fiscal Year 2011 Budget Request and annual budget press releases from the Department of Defense, the Operations & Maintenance base budget and the Department of Defense base budget have grown at approximately the same compound annual growth rate of 6% from 2005 to 2010. According to the Department of Defense’s 2012 budget projections, from 2011 through 2016, the Operations & Maintenance budget’s share of the total Department of Defense base budget is expected to increase, with an expected compound annual growth rate of approximately 5%, compared to approximately 2% for the Department of Defense base budget. We believe the Operation & Maintenance budget is stable and growing because it funds ongoing military readiness and training and thus is not driven by active and ongoing conflicts.
 
The need for our capabilities and services developed over the last decade, when rapid changes in technology, equipment and security threats drove the U.S. government to shift away from standardized products and equipment built to government specifications, towards readily available, commercial off-the-shelf products and equipment. Over the same period, the Department of Defense has enabled increased procurement authority at the unit level by providing increased access to flexible contractual procurement vehicles. The increasing variety of missions, both of conventional forces as well as special operations forces, has encouraged commanders to utilize their discretionary budgets to acquire more specialized equipment.
 
Further, the consumable nature of the products our customers buy from us drives reliable and consistent demand. Our customers subject these products to steady wear and tear, necessitating regular replacement. Constant technological innovations also force new developments, rendering current products obsolete and generating demand for new and advanced products.
 
Concurrently with the shift in approach to procurement, the needs of the U.S. military and the nature of modern warfare have also changed. The demands of recent engagements have shifted the Department of Defense’s focus away from developing large-scale weapons platforms for use in conflicts with other major world powers and towards equipping personnel to engage in ground-based, irregular warfare against asymmetric threats. In addition, the role of the U.S. military is expanding beyond the scope of its traditional national defense function. We believe that the following trends will increase the demand for our tactical and operational equipment and value-added supply chain management services:
 
  •  Continuous Commitment to Operational Readiness and Troop Modernization.   To maintain a constant state of operational readiness, the recently implemented Army Force Generation model rotates units between three levels of deployment readiness—preparation, eligible, and available. The model ensures that approximately one-third of active-duty units and one-fifth of reserve units are available to deploy each year, regardless of whether the United States is at war. As new units rotate into each level of readiness, they are issued new and modernized equipment, creating a continuous need for tactical and operational equipment.
 
  •  Broader Array of Mission Objectives.   Increasingly, the branches of the U.S. military are called upon to undertake missions beyond the scope of their traditional national defense functions, such as assistance


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  with disaster relief, border patrol and nation-building. These non-traditional missions, especially disaster relief, demand sustained operational readiness because they arise unexpectedly in response to natural or manmade disasters, such as the earthquake in Haiti in January 2010 or the recent earthquake and tsunami in Japan. Each of these added functions requires the use of new and different tactical and operational equipment.
 
  •  Need for Tightly Integrated and Specialized Equipment.   The Department of Defense is focused on ensuring that each soldier is properly equipped with state-of-the art equipment. To increase the effectiveness and safety of soldiers, the Department of Defense has increased its average spend-per-soldier on equipment from approximately $2,000 per soldier during World War II to approximately $19,000 during the Global War on Terror (2001-2008) (adjusted to 2009 dollars based on the consumer price index). This trend is expected to continue, as the Department of Defense projects that the amount spent on equipment per soldier will increase substantially in the future.
 
  •  Need for Increased Manpower to Counter Asymmetrical Threats.   The threat of simultaneous, irregular conflicts requires significant numbers of trained and properly equipped troops ready to deploy on short notice. To counter these threats the U.S. Army and Special Forces have grown their troop levels since 2005. As of September 2009, the estimated total U.S. military troop levels increased to more than two million people, of which approximately 10% were deployed on active missions. We expect that growth to continue upon approval of the 2012 budget, as evidenced by the 2012 proposed budget.
 
  •  Increasing Importance of Expeditionary Warfare Units.   The structure of the U.S. Army was reorganized in 2004 from divisions into expeditionary warfare units, called Brigade Combat Teams, to increase its effectiveness. The U.S. Navy and the U.S. Air Force also currently have similar expeditionary warfare units. Expeditionary warfare units are mobile and self-sufficient, operate away from established bases and are able to deploy quickly. Maintaining an expeditionary warfare unit’s high level of mobility, operational readiness, and self-sustainability requires a significant amount of tactical and operational equipment that is frequently updated and replaced.
 
As these trends continue, we believe the market opportunity for the products and related services we offer will continue to expand. As the U.S. military continues to decentralize its approach to procurement and increase the amount of the overall defense budget allocated to tactical and operational equipment for each soldier, we believe we can continue to expand our sales over time, notwithstanding fluctuations in military spending.
 
Our Competitive Strengths
 
We believe we have an attractive and proven business model that allows us to connect a fragmented base of vendors and a decentralized group of over 4,000 active customers (in the past 24 months), effectively providing our customers an outsourced solution for their equipment needs. We have leveraged the over 160,000 items we offer, our value-added supply chain management services, our experienced sales force and our broad portfolio of contractual procurement vehicles to drive our recent growth, as evidenced by the compound annual growth rate in our net sales of 61% from 2006 to 2010.
 
The following competitive strengths differentiate us from our competitors and are critical to our continued success:
 
  •  Deep-Rooted Customer Relationships.   We aim to be a one-stop-shop for our customers’ tactical and operational equipment needs by streamlining the procurement process and providing value-added supply chain management services. As a result of our knowledge, experience, value-added services and excellent customer service, many of our customers have come to depend on us to manage the procurement process for them and to introduce them to new products and provide insight as to those products best-suited to their particular needs. We believe that our ability to establish, sustain and grow these relationships would be difficult and expensive for any one competitor to replicate.
 
  •  Value-Added Supply Chain Solutions.   We are able to effectively manage and coordinate a fragmented supply chain to provide complete and timely delivery of products to our customers at attractive prices. We tailor our services to provide efficient and compelling solutions to meet our customers’ needs and


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  requirements. We have enhanced our customer relationships by reducing complexities and increasing efficiencies in their procurement processes, which we believe makes us a critical partner to our customers.
 
  •  Scalable Infrastructure.   In recent years, we have made key strategic investments in both personnel and infrastructure to build a scalable business that can support continued rapid growth. Our recent investment in scalable infrastructure and operations, such as Oracle Enterprise Resource Planning, gives us the capacity to build upon our past performance with minimal future capital expenditures. Our Special Operational Logistics & Visibility Solution, or “SOLVS,” system provides our customers with advanced supply chain technology, ensuring that we are able to meet their needs in the best manner available. As a result of our asset-light operating model, we generate significant free cash flow and have relatively low capital expenditures and working capital requirements. For example, for the year ended December 31, 2010, approximately 51% of our net sales were from orders shipped directly from the vendor.
 
  •  Extensive Vendor Relationships and Preferred Vendor Program.   We are the primary avenue into the government sales channel for many of our vendors as a result of our familiarity with the complexities of government procurement and our access to customers in U.S. government agencies. As a result, new vendors seek to establish relationships with us, allowing us to continue to expand the breadth of products we offer, which is critical to our customer base. In response to this dynamic, we developed a preferred vendor program to further enhance certain vendor relationships, while allowing us to benefit from preferential terms and support. Our vendors seek to grow the amount of business they do with us because of our ability to increase their sales, provide them with insightful customer product feedback and facilitate new product introductions, and we are able to competitively bid on opportunities as a result of the preferential terms and support we receive from our preferred vendors.
 
  •  Broad Portfolio of Contractual Procurement Vehicles.   Our access to a broad portfolio of contractual procurement vehicles makes the sale and procurement process easier and faster for both our customers and our vendors. We use the term “contractual procurement vehicle” to refer to a type of government contract that is awarded to a limited number of suppliers, authorizing those suppliers to compete for specific purchase orders from different government entities. Contractual procurement vehicles do not commit the government to buy a set amount of goods or services, but instead, allow the supplier to sell certain goods or services to the government under the particular contract it holds. Because we have already qualified for a number of contracts, we are able to quickly and easily bring incremental supply online by utilizing multiple vendors to meet demand. Our extensive contract portfolio facilitates the procurement process, providing a strong incentive for customers and vendors to utilize us as one of their leading partners. Obtaining the type of contractual procurement vehicles used by our customers requires a demonstrated track record of past performance, which makes our portfolio of contractual procurement vehicles difficult to replicate.
 
  •  Experienced Sales Force.   A substantial portion of our sales personnel has extensive military experience. Our sales representatives’ experience and understanding of our customers is enhanced by their deep product knowledge, expertise with contractual procurement vehicles and broad access to products and vendors. Their comprehensive capabilities, including the valuable feedback regarding products they are able to provide to both customers and vendors, and their ability to identify suitable contractual procurement vehicles, enhance our key relationships while ensuring superior customer service. The ability of our sales force to recommend and provide the appropriate product while identifying and offering suitable contractual procurement vehicles is difficult and costly to replicate.
 
  •  Dedicated and Capable Management Team.   With substantial operational experience and functional knowledge, our senior management team has successfully led the formation and development of our business model. Our senior leadership has been together since 2004 and overseen significant growth in our net sales and EBITDA. In addition, our Chief Executive Officer, Chief Operating Officer and one of our directors, R. Scott LaRose, are among our largest stockholders, beneficially owning common


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  stock representing an aggregate of 100% of our outstanding equity as of March 31, 2011 and approximately 78% of our outstanding equity giving pro forma effect to this offering, respectively.
 
Our Growth Strategy
 
We strive to meet the constantly changing needs of our customers by providing them with access to the commercial off-the-shelf products best suited to their specific needs and combining them with our innovative, value-added supply chain management services. Key elements of our growth strategy include:
 
  •  Further Penetrate our Primary Customer Base.   Our primary customer base is fragmented and characterized by a decentralized procurement process. Our sales force currently calls on only a small percentage of the purchasing decision makers at both the program and unit levels of the U.S. military. We expect to increase sales to our existing customers and add new customers within our primary customer base using the following key growth strategies:
 
  •  Continue to Expand our Sales Force.   Our ability to penetrate our existing customer base is directly correlated to the size of our sales force. Once a member of our sales force calls upon a particular military unit, we typically have won business from that battalion or unit. To further increase our level of penetration, we intend to expand the size of our sales force. In the first three months of 2011, we increased the overall size of our sales force by 19 representatives, representing a 11% increase from 2010 fiscal year end. With additional sales representatives, we believe we can replicate our prior unit-level successes in those currently underserved units.
 
  •  Expand our Product Offerings.   We continue to expand the breadth of our product offerings as we strive to meet the constantly changing needs of our customers. For example, we recently introduced medical products; tools; maintenance, repair and operations products; and expeditionary equipment, such as tents. Our sales force provides our customers with valuable product knowledge while continuously evaluating our customers’ needs in order to design solutions to meet those needs and drive demand for the products and related services we offer. We then work directly with our vendor partners to increase the breadth and quality of our available product lines specifically based on our customers’ needs. This approach is designed to ensure that we offer the latest and best available commercial off-the-shelf products. We believe that our business model provides us the opportunity to easily expand our product offerings to include additional operational items needed by our existing customers.
 
  •  Increase Demand for our Value-Added Supply Chain Solutions.   We intend to further develop and drive demand for our customer-centric, value-added supply chain solutions and to focus on expanding our kitting and assembly and large integration programs. Our solutions, such as integrated kits containing all of the necessary equipment for a particular mission, increase the readiness and effectiveness of our customers. We believe the significant operational benefits that our customers realize through these solutions will increase demand for the products and related services we offer.
 
  •  Increase the Number, Size and Scope of our Contractual Procurement Vehicles.   In order to enhance the flexibility provided by our existing portfolio of contractual procurement vehicles, we will continue to compete strategically for new contractual procurement vehicles. We are actively pursuing a number of opportunities to obtain contractual procurement vehicles that are currently in the development stage, which we believe will supplement and enhance our existing portfolio of contractual procurement vehicles and increase the breadth of our product offerings. We also intend to continue to pursue large-scale system integration programs, including custom-sourcing solutions similar to our GEN III and FREE programs.
 
  •  Add New Categories of Customers Outside of our Traditional Markets.   We have achieved a leading position within our customer base by prioritizing customer service and striving to deliver the best available value to every customer. We believe that we are well positioned to forge new relationships by targeting potential customers that we do not currently serve or who are not yet material to our


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  operations, including the Department of Homeland Security and other federal agencies. Furthermore, we believe there are opportunities to provide the products and related services we offer in the U.S.-assisted equipping of allied foreign militaries and security services.
 
  •  Pursue Selected Acquisitions.   We may supplement our organic growth by pursuing selected acquisitions aimed at augmenting our contractual procurement vehicle portfolio, broadening and diversifying our customer base, expanding our product offerings and vendor network or increasing our geographic presence.
 
Our Corporate Structure
 
We are a holding company and all of our operations are conducted through our subsidiaries. The following chart summarizes our corporate structure:
 
FLOW CHART
 
We also do business with certain related parties and other affiliated companies. We analyzed each of these entities to determine whether they are a VIE and, if so, whether they should be consolidated in our financial statements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Accounting Developments,” “Principal and Selling Stockholders,” “Certain Relationships and Related Party Transactions” and notes 10 and 11 of the accompanying notes to our


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audited consolidated financial statements included elsewhere in this prospectus. The following chart sets forth the ownership structure of our variable interest entities:
 
 
Supply Chain Management Services
 
We drive supply chain efficiencies by consistently and critically monitoring the procurement process for areas of improvement. The result is a lower cost solution with greater flexibility and faster delivery times. We ship our products primarily through third parties, with approximately 51% of our net sales for the year ended December 31, 2010 from orders shipped directly from the vendor. As a result of our supply chain expertise, we are often selected to serve as the lead integrator on large integration programs, with full decision-making authority over the entire supply chain, including selection and management of the vendors that provide each component product. Our logistics solutions address every aspect of the supply chain, including sourcing, distribution, shipment tracking and on-time delivery.
 
The order flow chart below illustrates the operational efficiency we provide through our supply chain management services:
 
     
(CHART)   (CHART)


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We have developed a comprehensive suite of value-added supply chain management services that streamline our customers’ procurement processes. We integrate these services into the products we distribute to provide efficient and compelling solutions tailored to the unique needs of our customers.
 
Kitting and assembly
 
We leverage the extensive knowledge of our sales force and our broad product offerings to design customized, field-ready kits comprised of multiple, hand-selected products that are best suited for the specific operations of our end-users. This process, which we refer to as kitting, simplifies the procurement process by allowing our customers to source many products simultaneously from us, rather than from numerous separate manufacturers using multiple individual purchase orders. We have an experienced team of kitting and assembly experts that ship kits quickly upon receipt of the component parts, which results in minimal inventory balances. The value proposition of our kitting and assembly solution has fostered strong demand from our customers.
 
An example of one of our kits is the Escalation of Force Kit, which we developed in partnership with the Rapid Equipping Force of the U.S. Army. The Escalation of Force Kit consists of items, such as a voice response translator and portable speed bumps, that are utilized at vehicle checkpoints at home and abroad.
 
Custom sourcing solutions
 
In conjunction with our preferred vendors, we manage the process to produce textile-based products, including apparel, load bearing systems and sleep systems, such as sleeping bags, liners and inflatable mattresses. These customized solutions allow us to meet customer specifications in order to improve existing products and develop new products that are otherwise unavailable. Our services include prototype design and sourcing of raw materials, including yarns and fabrics, and we partner with our vendors to assemble the pieces into finished products. We manage the entire design and third-party manufacturing process to produce high quality textile-based products efficiently, resulting in improved margins and product lead time for our customers.
 
Training and product education
 
The equipment we sell is often technically advanced and requires significant training, testing and evaluation to ensure its effectiveness and safe application. We routinely evaluate our vendors’ training programs and then arrange personalized training sessions between our customers and those vendors whose training approach we find most effective. We also coordinate personalized product education sessions, whereby a customer can learn about a particular product from a vendor prior to purchase. These training and information sessions help to reduce the man-hours and expense required for equipment selection. We also produce our own training aids, such as videos and visual user guides, that assist our customers with the proper use and maximum effectiveness of the equipment they purchase.
 
Product research and development
 
Our subject matter experts and research and development personnel routinely test the suitability of new products for our customers’ needs and mission requirements. We are able to provide product improvement suggestions to our vendors based on the results of these tests and based on feedback from customers. Both our customers and our vendors seek our expertise and advice in determining equipment requirements and new product recommendations.
 
Quality assurance and quality management system
 
The quality of the products we deliver is critical to the safety and effectiveness of our end users and the success of our customers. Our quality assurance team is dedicated to performing ongoing quality control auditing and vendor evaluation. We continually solicit feedback from our customers regarding the products and related services we offer and strive to find ways to ensure that they receive the highest quality commercial off-the-shelf products available. We measure the performance of our vendors using a Supplier Performance Report Card, which provides us with a quantitative and consistent process to measure vendor performance. We regularly update our vendors on their performance and suggest improvements as appropriate. We became ISO-9001:2008 registered in June 2010. ISO 9001:2008 is an internationally recognized quality management system preferred by the U.S. government that focuses on assuring that an organization will meet


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and exceed its customer’s needs. Besides conforming to U.S. government preferences, we believe the quality standards are procedures we implement to maintain our ISO registration give us a competitive advantage, improve our customer service, streamline operations and lower costs.
 
Web-based supply chain management solution
 
As a supplement to our extensive Oracle Enterprise Resource Planning software, we have developed our SOLVS software. SOLVS is a secure, web-based logistics solution that enables our customers to track equipment inventory, including acquisition dates, costs and quantities, as well as monitor the distribution process at both the individual soldier and unit level. SOLVS allows the customer to design, customize and manage the acquisition and distribution process to their specific needs. By providing visibility into inventory levels and the supply chain process (including replacement cycles), our customers are able to efficiently forecast and fund their tactical and operational equipment requirements.
 
Products
 
We offer our customers access to over 160,000 product stock-keeping units, or “SKUs,” covering a broad spectrum of tactical and operational equipment. The products we offer are commercial off-the-shelf, branded products that we often obtain directly from the manufacturer. Representative categories of products we offer include apparel, expeditionary equipment, optical equipment, communications equipment, emergency medical supplies, lighting, eyewear and other items from vendors such as Camelbak, Hunter Defense Technologies, L-3 Communications, Oakley and SureFire. Our key product categories for the year ended December 31, 2010 are presented below:
 
     
Key Product Categories:
  Representative Products:
Apparel
  Clothing systems, inner and outer layers, uniforms, headwear, gloves, belts and vests
Expeditionary Equipment
  Shelters, heating and cooling systems, generators, expeditionary tents and sleeping bags
Optical Equipment
  Binoculars and rangefinders, designators and illuminators, night and thermal vision and sights and scopes
Lighting
  Headlamps, flashlights, weapon lights, tactical beacons, safety lights and shelter lights
Eyewear
  Ballistic goggles, eye shields, sunglasses, safety glasses and cleaning accessories
 
The products we distribute tend to be consumable and require regular replacement. They are generally utilized in rugged environments, subjecting them to additional wear and tear, and they often quickly become obsolete due to innovations in technology and changing mission needs. In order to meet the ongoing need for sustainment and replacement of the types of products we offer, we routinely test the suitability of new products for our customers’ needs and mission requirements.
 
Customers
 
We consider each party that has the ability to choose between different products and initiate a purchase requisition within the Department of Defense, the Department of Homeland Security and other domestic and foreign government agencies to be a separate customer, although such party may not be the party that awards us the purchase order for the products. Most of our over 4,000 active customers (in the past 24 months) are representatives of the Department of Defense purchasing goods and services for use by military personnel in their training, peacetime operations and missions at home and abroad. We also serve the Department of Homeland Security and other domestic and foreign government agencies. The purchasing authority within our customer base is diffuse and decentralized. In the case of the Spec Ops TLS contract and the FES TLS contract, the authority to award actual purchase orders always resides with DLATS, regardless of who the customer is. We also sell products to private corporations, most of whom are defense contractors. For the year ended December 31, 2010, our three largest customers were the U.S. Army’s Natick Soldier Systems, the United States Army Research, Development and Engineering Command, and DLATS, which generated approximately 24%, 8% and 7% of our sales, respectively. For the three months ended March 31,


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2011, our three largest customers were the U.S. Army’s Natick Soldier Systems, the United States Army Research, Development and Engineering Command, and DLATS, which generated approximately 24%, 9% and 5% of our sales, respectively.
 
In addition to being our third largest customer, DLATS is the agency that awarded us the Spec Ops TLS contract and the FES TLS contract. Many of our customers other than DLATS use the Spec Ops TLS contract and/or the FES TLS contract as the contractual procurement vehicle that results in sales recorded by us. For each of the year ended December 31, 2010 and the three months ended March 31, 2011, sales to DLATS as a customer combined with sales to other customers which were authorized by DLATS under the Spec Ops TLS contract or the FES TLS contract represent 48% of our sales.
 
We believe our commitment to achieving superior customer service and the military experience of our sales force enables us to serve as a meaningful and value-added partner to our customers through all phases of the product acquisition cycle. As a trusted partner to our customers, we serve an integral role in their product selection process and receive insights into future program requirements. This provides us the opportunity to relay valuable feedback to our vendors.
 
Vendors
 
We have extensive relationships with a fragmented base of approximately 1,400 active vendors (in the past 24 months) of tactical and operational equipment. Our deep customer relationships and broad portfolio of contracts allow us to increase sales volumes for smaller vendors and typically enable us to streamline operations and drive demand for larger vendors. Through our vendors, we offer a wide range of over 160,000 SKUs to our customers, including protective eyewear from ESS/Oakley, laser scopes from Insight Technology, hydration systems from Camelbak, tools from Danaher, knives and rescue hooks from Benchmade and nylon equipment from London Bridge Trading Company. Given the fragmented nature of our vendor base, no one vendor represented more than 11% of our net sales in fiscal 2010 and our top ten vendors accounted for approximately 52% of our net sales in that year. Our top ten vendors typically change from year to year as the specific product needs of our customers change. We are typically not contractually required to supply specific branded products to our customers, which decreases our reliance on any particular vendor. We are able to select secondary and tertiary vendors for many of the product categories we provide, allowing us to quickly and easily bring incremental supply online or replace the primary vendor if necessary.
 
For many of our vendors, we are their primary avenue into the government sales channel. We are an integral component of many of our vendors’ corporate strategies because they can leverage our contractual procurement vehicles, experienced sales force, extensive customer relationships, marketing programs and product knowledge to reach customers that would otherwise be difficult for them to access independently. As the government continues to transition its procurement process, favoring the use of commercial off-the-shelf products, our vendors benefit from being a part of our one-stop supply chain solution.
 
To enhance these extensive relationships, we have developed a preferred vendor program with approximately 300 vendors as of March 31, 2011, up from 172 as of December 31, 2008. Before a company can qualify as a preferred vendor, we verify the quality of its products and establish stringent on-time delivery standards. We incentivize our sales force to sell our preferred vendors’ products and, in exchange, we receive preferential terms and support. Our preferred vendors benefit by partnering with us on joint sales calls and in the production of tradeshows. In 2010, approximately 90% of our net sales came from products sourced through our preferred vendor program.
 
Sales and Marketing
 
Our dedicated and knowledgeable 185-person sales force, many of whom are former military personnel, understands the changing nature of 21st century security threats and the corresponding impact on our customers. Our sales force possesses knowledge of and experience with the government procurement process, which enables them to recommend to our customers both those products that are best suited to their needs and those procurement vehicles that will best facilitate their purchases. By calling on individual units, members of our multi-channel sales force are able to continue serving their former colleagues in a critical new capacity. This drives both program sales, which facilitate multi-unit purchases, and unit sales, which are


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individual end-user or unit-level customer purchases. Under many of our contracts, we have to compete for specific purchase orders. In order to create demand and generate purchase orders, our sales force calls on and educates our customers about the specific products we offer.
 
Our ability to penetrate our existing customer base is directly correlated to the size of our sales force. In the military units for whom we do have a sales representative, we have often been able to win substantial business. In 2010, we increased the overall size of our sales force by 48 sales representatives, in order to further penetrate our customer base. Our training program provides hands-on training on the contractual procurement vehicles to which we have access and the tactical and operational equipment that we offer.
 
Our commitment to achieving superior customer service is one of our core competencies. From the highest level of management to our sales support personnel, we maintain a presence with our customers through regular in-person visits to ensure that their needs are fulfilled. Comprehensive customer support is provided 24 hours per day, seven days per week.
 
Our marketing organization creates a direct link between our vendors and our customers by facilitating the flow of information between these two groups. We utilize a variety of tools to facilitate this information flow, including Warrior Expo, tradeshows and promotional materials such as catalogs, brochures and advertisements in major military publications.
 
Warrior Expo
 
Warrior Expo is a private tradeshow that we host in Virginia Beach and which is timed to capture the spending increase ahead of the U.S. government’s September 30 fiscal year-end. We believe Warrior Expo is one of the most recognized tradeshows in the industry focusing on tactical and operational equipment for U.S. government agencies and we have structured it as a high profile, invitation-only event that is free for military, federal, state and local agency customers, as well as for our preferred vendors. It allows customers from all major bases and territories to preview the latest tactical and operational equipment from our preferred vendors. In 2010, more than 1,400 customers and 190 vendors attended Warrior Expo. This has become one of our most successful marketing tools, with the event expanding to offer breakout sessions in which we and vendor experts educate customers on procurement, inventory management, training, and state-of-the-art product technology and innovation. In 2010, we started hosting an annual West Coast-based Warrior Expo in San Diego in the spring.
 
Regional Tradeshows
 
We host regional tradeshows at customer sites to strengthen our customer and vendor relationships. These trade shows allow customers to evaluate products at their own sites, while providing vendors with customer access they would be unable to achieve independently. They also allow us to be involved with the initial determination of our customers’ future equipment needs.
 
Industry Tradeshows
 
We also attend other industry tradeshows, during which we showcase the latest equipment and technology from our vendors. We maintained a highly visible presence at 64 industry tradeshows in 2010. Representative shows include the Association of the U.S. Army show, the Shooting, Hunting, Outdoor Tradeshow, the General Services Administration Expo and the Special Operations Forces Industry Conference show.
 
Catalogs
 
We distribute catalogs of our products to showcase the large selection of tactical and operational equipment we offer, reinforcing our position as a single-source provider for our customers’ tactical and operational equipment needs. We typically utilize advertisements within our catalogs to co-brand a preferred vendor’s product, particularly when we believe there is market demand for such products. Our catalogs are an effective marketing tool within our customer base and help to foster high brand awareness for us and our vendors. While also making our catalogs available online, in 2010, we distributed approximately 238,500 catalogs to existing and new customers.


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Competition
 
Our competitors include original equipment manufacturers who sell directly to our customers and specialty distributors who operate on a much smaller scale. Depending on a particular contract’s requirements, sometimes we compete with vendors with whom we have partnered in pursuit of other opportunities. To a certain extent, we believe the U.S. government itself can be viewed as our largest competitor, because it internally sources and provides the tactical and operational equipment and logistics solutions to those units within our customer base that we have not penetrated. However, we have become a critical partner to large purchasing organizations within the government, such as DLA, by enabling them to outsource a significant portion of their procurement supply chain to us. We believe that by managing the purchasing, warehousing and distribution elements of the procurement supply chain for these purchasing organizations, we are an integral part of the U.S. government’s procurement process.
 
Customers using our various contractual procurement vehicles can also procure equipment through the traditional government procurement process. Competition is based on the price, scope and availability of product offerings, the depth, breadth and reliability of logistics and distribution capabilities, the quality and suitability of products offered and the ease of procurement.
 
Contractual Procurement Vehicles
 
Our broad and dispersed customer base procures products and services on behalf of individual military personnel. If all renewal options are exercised, as of March 31, 2011, we have access to approximately $10.1 billion in aggregate available contract capacity, of which approximately $400 million expires prior to 2012. In addition, if all renewal options are exercised, three of our contractual procurement vehicles have unlimited contract capacity through 2019.
 
We primarily sell the products and related services we offer from vendors or distributors to the U.S. government using three different types of IDIQ contracts.
 
Our IDIQ contract vehicles permit our customers in the U.S. military and other federal agencies to make purchases from us on an as-needed basis from time to time, on pre-established terms and conditions. Our sales force generates demand for products and services using IDIQ contracts by providing our customers access to the most appropriate contract. Under these IDIQ contracts, products and services are sold at fixed prices that are established at the time a customer order is made (or at the time the contract is entered into under some of our single-award program sales contracts, as described below). There are generally three different types of IDIQ contracts: multiple-award contracts, single-award contracts and federal supply schedules. We are able to drive demand for the products we sell through all types of IDIQ contracts.
 
Multiple-award IDIQ contracts are awarded to a limited number of pre-approved suppliers and have ceiling limitations on the total amount of government funds that can be used through the procurement vehicle. The award of particular purchase orders under those contracts require a second competitive bidding process among that limited number of suppliers (which typically occurs within one day to a week upon submission of a bid). Our Spec Ops TLS contract is an example of a multiple-award IDIQ contract.
 
Single-award IDIQ contracts function very much like multiple-award IDIQ contracts. However, they are awarded to a sole-supplier and often cover a much narrower breadth of products. The particular agency and customers who wish to make purchases under a single-award IDIQ contract commit to a pre-approved sole supplier for the equipment and services to be provided through that contract. Our single-award IDIQ contract vehicles, such as our GEN III contract, are often entered into with a program office within a particular branch of the U.S. military to provide a standardized suite of products that are intended for a broad cross-section of forces in that particular military branch. Through these single-award IDIQ contracts, we commit to fulfill any orders received for goods and services identified in those contracts over a period of time, up to pre-determined volume limitations at fixed-prices established at the time the contract is awarded.
 
Our federal supply schedules, such as our GSA supply schedules, provide all federal government agencies access to a vast selection of commercial off-the-shelf products, allowing the agencies to purchase items identified on the schedules from a list of pre-approved suppliers at pre-determined maximum prices. The products and their prices are listed on the schedules, and may be updated at least three times per year, on


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or after the first 12 months of the contract period. Most GSA supply schedules have an initial five-year period with three potential five-year renewal options and, similar to other IDIQ contracts, the customer is not committed to purchase any set volume. Unlike multiple award IDIQ contracts, federal supply schedules do not typically require a second round of bidding to secure a purchase order and do not have ceiling limitations on the total amount of government funds that can be spent through the procurement vehicle. Under our federal supply schedules, we may be the only pre-approved supplier for a particular product, while for other products there are multiple pre-approved suppliers, including, in some cases, our vendors.
 
In addition, we utilize commercial contracts with certain defense contractors. While these are not contractual procurement vehicles in our portfolio, they are another channel through which we effect sales of the products and related services we offer.
 
Employees
 
As of March 31, 2011, we had approximately 440 employees. Our employee base reflects alumni from all branches of the military, including enlisted personnel, officers and active reservists. Our employees have operational experience with the U.S. Navy SEALS, U.S. Army Special Forces, U.S. Marine Corps, U.S. Air Force, U.S. Coast Guard and U.S. Marshals. Our employees are not represented by labor unions. We consider our employee relations to be good.
 
Environmental
 
Our operations are subject to federal, state and local health, safety and environmental laws and regulations, which, among other matters, regulate the discharge of pollutants into the environment and the use, handling, generation, emission, release, discharge, transportation, clean up, treatment, storage and disposal of, and exposure to, materials, substances and wastes. Management is not aware of any prior or ongoing environmental issues that are likely to result in a material cost or liability to the company.
 
Backlog
 
At March 31, 2011, our backlog was $282.8 million. At March 31, 2010, our backlog was $465.4 million. We believe this decrease from March 2010 to March 2011 was primarily the result of the delay in Congress passing a 2011 Department of Defense budget. See “— Our Market Opportunity.” We expect that substantially all of our March 31, 2011 backlog will be recognized as revenue prior to December 31, 2011.
 
We define backlog as funded orders we have received that we have not yet delivered. Funded orders are those for which funding currently is appropriated and allocated to the contract by the purchasing agency or unit or otherwise authorized for payment by the customer upon receipt of specified products. The receipt and timing of future net sales is subject to various contingencies, many of which are beyond our control. The actual recognition of revenue on sales included in backlog may never occur or may change because a sale could be canceled, a contract could be modified or canceled or products ordered may no longer be available. In the event of a government contract cancellation, we receive actual expenses incurred, plus approved profit. We believe that period-to-period comparisons of backlog are not necessarily indicative of future net sales that we may receive.
 
Properties
 
Our headquarters are located in Virginia Beach, Virginia, where we own approximately 82,250 square feet of office space. We lease three commercial facilities and own two commercial facilities used in connection with the various services rendered to our customers. Upon expiration of our leases, we do not anticipate any difficulty in obtaining renewals or alternative space. See “Certain Relationships and Related Party Transactions.”
 
We believe that substantially all of our property and equipment are in good condition, subject to normal wear and tear, and that our facilities have sufficient capacity to meet the current and projected needs of our business.


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Our headquarters and material facilities as of March 31, 2011 are shown in the following table:
 
                     
Location   Use   Square Feet   Owned/Leased
 
Virginia Beach, VA
  Corporate Headquarters     82,250       Owned (1)
Virginia Beach, VA
  Main Warehouse     34,596       Leased  
Virginia Beach, VA
  Kitting Facility     80,000       Owned (2)
San Diego, CA
  West Coast Warehouse     24,000       Leased  
Pennsauken, NJ
  Office and Warehouse     40,000       Leased  
 
 
(1) Our corporate headquarters are owned by Tactical Office, LLC, a related entity under common ownership that is consolidated with ADS in our historical financial statements. See “Certain Relationships and Related Party Transactions.”
(2) Our kitting facility is owned by Tactical Warehouse, LLC, a related entity under common ownership that is consolidated with ADS in our historical financial statements. See “Certain Relationships and Related Party Transactions.”
 
Governmental Regulations
 
We are heavily regulated in most of the fields in which we operate. We provide services and products to numerous U.S. government agencies and entities, including all of the branches of the U.S. military and the Department of Homeland Security. When working with these and other U.S. government agencies and entities, we must comply with laws and regulations relating to the formation, administration and performance of U.S. government contracts. Among other things, these laws and regulations:
 
  •  mandate compliance with socio-economic rules, the distribution of costs to contracts and non-reimbursement of certain costs such as lobbying expenses;
 
  •  require reviews by the Defense Contract Audit Agency and other U.S. government agencies of compliance with government accounting standards and management of internal control systems;
 
  •  restrict the use and dissemination of information classified for national security purposes and the exportation of certain products and technical data;
 
  •  require us not to compete for or to divest of work if an organizational conflict of interest, as defined by these laws and regulations, related to such work exists and/or cannot be appropriately mitigated; and
 
  •  may require us to disclose contract or legal compliance issues to the contracting officer and/or agency inspector general.
 
The U.S. government may revise its procurement practices or adopt new contract rules and regulations at any time. In order to help ensure compliance with these complex laws and regulations, all of our employees are required to complete ethics training and other compliance training relevant to their position.
 
U.S. government contracts are, by their terms, subject to termination by the U.S. government either for its convenience or default by the contractor. Our U.S. government contracts are also conditioned upon Department of Defense approval of the amount of necessary spending. Congress usually appropriates funds to procuring agencies, which then allocate funds for a given program or contract on a September 30 fiscal year basis, even though contract periods of performance may extend over many years.
 
Internationally, we are subject to special U.S. government laws and regulations, local government regulations and procurement policies and practices (including regulations relating to bribery of foreign officials, import-export control, investments, exchange controls and repatriation of earnings) and varying currency, political and economic risks.
 
We are subject to the applicable export control laws and regulations of the United States and other countries. U.S. laws and regulations that apply to us include: the Arms Export Control Act and ITAR promulgated thereunder; EAR; and the trade sanctions laws and regulations administered by OFAC.
 
As part of our ongoing export controls compliance program, we retained an outside consulting firm, FD Associates, Inc., in April 2009 to conduct an audit of our export compliance practices and procedures. In response to the preliminary audit results, which identified several potential violations of the ITAR, we retained FD Associates to expand the scope of the audit and to assist us in implementing FD Associates’


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recommended enhancements to our export controls compliance program, including conducting training of relevant company personnel. We also submitted an initial voluntary self-disclosure of past ITAR violations to the U.S. State Department’s Directorate of Defense Trade Controls in accordance with 22 C.F.R. § 127.12(c).
 
Specifically, on October 6, 2009, we filed a voluntary self-disclosure of past ITAR violations with the Enforcement Division of the Directorate of Defense Trade Controls, or DDTC. This voluntary self-disclosure related to overseas shipments of 3,256 line items of ITAR-controlled products without authorization by the Department of State, as required by the ITAR. The shipments involved the export of ITAR-controlled equipment and did not include the transfer of any technical data or defense services. We identified the reason for the self-disclosed violations and our inadvertent failure to comply with ITAR as a lack of product classification and a mistaken belief that the export of ITAR-controlled products shipments to and in support of U.S. government operations overseas did not require an export license. We have since implemented policies and procedures designed to prevent future violations and ensure future compliance with ITAR. On October 13, 2009, the Chief of the Enforcement Division of the DDTC informed us that, while it determined that violations under ITAR had occurred and that the matter could be reopened in the future if circumstances warranted, the case was closed and no further action would be taken. In connection with some of the transactions listed in this voluntary self-disclosure, on July 29, 2009, we received a subpoena from the U.S. Customs Service requesting information on five past exports in which we were listed as the exporter-of-record. We cooperated fully and provided all responsive documents to the Customs Service.
 
On November 16, 2009, we filed a separate voluntary self-disclosure of past EAR violations with the Office of Export Enforcement, U.S. Department of Commerce. This voluntary self-disclosure related to overseas shipments of 36 line items of EAR-controlled products without authorization by the Department of Commerce, as required by the EAR. The shipments involved the export of tactical and operational equipment and did not include the transfer of any EAR-controlled technology. We identified the reason for our failure to comply with the EAR as the lack of product classification and erroneous failure to recognize the application of the EAR to shipments of certain products in support of the U.S. government operations overseas. We have since implemented policies and procedures designed to prevent future violations and ensure future compliance with the EAR. As of the date of this prospectus, we have not received a response from the Department of Commerce relating to this voluntary self-disclosure.
 
On November 30, 2010, we filed a voluntary self-disclosure with the Enforcement Division of the DDTC relating to two incidents that may have required authorization under ITAR. First, while we obtained an export license for the shipment of certain defense articles to Unit 30401 of the U.S. European Command in Germany, our freight forwarder inadvertently delivered the items to a different unit of the U.S. European Command in a different German location than was listed under the terms of the license. Second, we recently determined that one of our employees carried certain defense articles, which were his personal property, to Afghanistan when he traveled there on business for us. These items were exported without our knowledge or authorization, and have been returned to the United States and are in the possession of the ADS employee. On December 9, 2010, the Chief of the Enforcement Division of the DDTC informed us that, while it determined that violations under ITAR had occurred, the case was closed and no further action would be taken.
 
On April 28, 2011, we filed a voluntary self-disclosure with the Enforcement Division of the DDTC relating to two incidents that may have required authorization under ITAR. First, while we obtained export licenses for two different shipments of certain defense articles destined for Iraq and Colombia, prior to shipment, the shipping labels for the package destined for Iraq and the package destined for Colombia were inadvertently switched. We confirmed that both U.S. customers had possession of the erroneously delivered packages and arranged for the items to be returned to the United States. We subsequently obtained two replacement licenses from DDTC to facilitate the export of the requested articles to the correct U.S. government customers. The second incident relates to the shipment of 50 pallets of defense articles from the United States to Bagram, Afghanistan via Doha, Qatar, pursuant to an export license. Each of the 50 pallets arrived in Doha, but only 49 pallets were accounted for in Bagram. We immediately placed a worldwide trace on the missing pallet and worked diligently to locate it. The missing pallet has not been located. We obtained a replacement license from DDTC to ship the items contained in the missing pallet to the U.S. government customer in Afghanistan. In a June 17, 2011 follow-up letter, DDTC requested


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additional information. Specifically, we were asked to detail the current location of the misdirected shipment sent to Colombia, export compliance training received by shipping department employees prior to the time when the shipping error occurred, a brief overview of our corporate structure and the Company’s export compliance programs, including the extent of ADS business that involves the sale of export-controlled items and the names and positions of employees tasked with oversight of ITAR compliance. We filed a complete response on July 14, 2011.
 
Legal Proceedings
 
From time to time we are also involved in legal proceedings arising in the ordinary course of business. While the ultimate liability that could result from these matters cannot be determined presently, we believe that, in the aggregate, they will not result in liabilities that are material to our financial condition, results of operations, or cash flows. Our contracts with the U.S. government are subject to various legal and regulatory requirements and, from time to time, agencies of the U.S. government may investigate the conduct of our operations in accordance with these requirements. U.S. government investigations of us, whether related to our federal government contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed upon us, or could lead to suspension or debarment from future U.S. government contracting.


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MANAGEMENT
 
The following table provides information regarding our executive officers and directors upon consummation of this offering. With respect to our directors, each biography contains information regarding the person’s service as a director, business experience, director positions held currently or in the past, information regarding involvement in certain legal or administrative proceedings, and the experience, qualifications, attributes or skills that caused our board of directors to determine that the person should serve as a director of the company.
 
         
Name   Age   Position(s)
 
         
Luke Hillier
  39   Chief Executive Officer, Director, Chairman of the Board
         
Daniel Clarkson
  40   Chief Operating Officer, Vice President, Treasurer, Secretary, Director
         
Patricia Bohlen
  51   Chief Financial Officer, Principal Accounting Officer
         
William A. Roper, Jr.
  65   President, Principal Financial Officer, Director
         
Jason Wallace
  40   Vice President of Sales and Marketing
         
Bruce Dressel
  47   Vice President of Product and Equipment Solutions
         
Lieutenant General (Ret.) Robert T. Dail
  58   Director
         
Paul O. Hirschbiel
  58   Director
         
R. Scott LaRose
  43   Director
         
C. Arthur “Brother” Rutter III
  47   Director
 
Luke Hillier has served as Chairman of our board of directors since 2000 and as our Chief Executive Officer since 2004. In 1999, Mr. Hillier co-founded Mythics, Inc., an Oracle-based information system solutions provider, and concurrently served as Chief Executive Officer of Mythics until 2004. Prior to founding Mythics, Mr. Hillier served as a lead sales representative in the State and Local Government sales division of the Oracle Corporation, where he was awarded the Sales Representative of the Year for Government-DMD. Mr. Hillier started his career in the Outstanding Scholars program in Acquisition Management for Naval Air Systems Command in the U.S. Federal Government. Mr. Hillier’s extensive experience with the process of government contracting and significant entrepreneurial and management experience has proven invaluable to our board of directors.
 
Daniel Clarkson has served as our Chief Operating Officer and as a member of our board of directors since 2002. Prior to serving at ADS, Mr. Clarkson served as Regional Manager for Sunbelt Rentals, an equipment rental company based in South Carolina and owned by U.K.-based Ashtead Group, from 2000 to 2002. Mr. Clarkson started his career in sales and as Profit Center Manager for Sunbelt Rentals. As a result of his extensive experience and leadership with the company as we have grown over the past nine years, Mr. Clarkson has significant institutional knowledge with respect to our management and operations.
 
Patricia Bohlen has served as our Chief Financial Officer since 2004 and as our Principal Accounting Officer since June 2011. She oversees the company’s accounting, treasury and strategic financial planning functions. Prior to joining ADS, from 2002 to 2004, Mrs. Bohlen was the Chief Financial Officer of PowerPact LLC and the Chief Financial Officer of Fresh Picks, Inc. from 1996 to 2002. Mrs. Bohlen worked for Cadmus Communications from 1993 to 1996, first as Director of Accounting and then as Controller. Mrs. Bohlen began her career as an auditor for KPMG LLP.
 
William A. Roper, Jr. has served as a member of our board of directors since February 2011 and as our President and Principal Financial Officer since June 2011. Since 2008, Mr. Roper has served as president of Roper Capital Company, a privately-owned equity firm. Prior to forming Roper Capital, Mr. Roper served as


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President and Chief Executive Officer of VeriSign, Inc. from May 2007 to June 2008, and as a member of VeriSign’s board of directors from November 2003 to June 2008. From April 2000 to May 2007, Mr. Roper served as an Executive Vice President of Science Applications International Corporation (SAIC), and as Senior Vice President and Chief Financial Officer of SAIC from 1990 to 2000. Mr. Roper serves as a member of the boards of directors of Internet Content Management, Inc., Leap Wireless International, Inc., Regents Bank, N.A. and SkinMedica, Inc. Mr. Roper’s current and former board memberships at other public and private companies provide him with extensive corporate governance knowledge and his experience as a former chief financial officer of a public company provides him with expertise in the area of corporate accounting and finance. Mr. Roper holds a B.A. in mathematics from the University of Mississippi.
 
Jason Wallace has served as our Vice President of Sales and Marketing since 2006 and is responsible for managing our sales team. Prior to that, Mr. Wallace served as our Vice President of Inside Sales and Vendor Relations from 2004 until 2006. Prior to joining ADS, from 1996 to 2004, Mr. Wallace served as the Vice President of Sales and Operations for Sunbelt Rentals, where he managed a large sales force and managed more than twenty stores.
 
Bruce Dressel is our Vice President of Product and Equipment Solutions. He has been with ADS since 2004. He oversees our Vendor Relations Team and our Product Category Management teams. Prior to joining ADS, Mr. Dressel served as the President and CEO of Sunbelt Rentals, a multi-location service business, from February 1997 until July 2003. Prior to that, he served as the Vice President of Operation for Sunbelt Rentals from February 1996 until January 1997. Mr. Dressel spent the first 12 years of his business career building a privately held service business that was acquired by Sunbelt Rentals in 1996.
 
Lieutenant General (Ret.) Robert T. Dail has served as a member of our board of directors since June 2011. Since 2009, General Dail has served as President of Supreme Group (USA) LLC, the U.S. subsidiary of Supreme Group, Inc., a global logistics services company. General Dail retired from over 33 years of active service in the U.S. Army in November 2008. From August 2006 to November 2008, General Dail served as the Director of the Defense Logistics Agency, a provider of logistics, acquisition and technical services to the Army, Navy, Air Force, Marine Corps and other federal agencies. Prior to that, General Dail served as the Deputy Commander, United States Transportation Command, Scott Air Force Base, IL, a Unified Command responsible to the Secretary of Defense for the nation’s global defense transportation system, commanding components of the Army, Navy and Air Force. As a result of these and other professional experiences, General Dail has significant expertise in operational and strategic level logistics that is the basis for his selection to serve as a director on our board. General Dail holds an M.S.B.A. from Boston University, an M.M.A.S. from the United States Army Command and General Staff College and a B.S. in business administration from the University of Richmond.
 
Paul O. Hirschbiel has served as a member of our board of directors since June 2011. Since 2004, Mr. Hirschbiel has served as a consultant to Envest Ventures, LLC, a private equity investment firm which he co-founded. Mr. Hirschbiel also currently serves as President at Eden Capital LLC, a private investment company, a position he has held since 1998. From 1984 to 1998, he served as a general partner in a series of private equity funds focusing on later stage and leverage buyout investments, most recently as a co-founder and general partner of Cornerstone Equity Investors IV, LP from 1996 to 1998. Mr. Hirschbiel’s longstanding experience in originating, evaluating and managing investments in private and public companies provides him with expertise in the areas of corporate accounting and finance, strategic planning and leadership of complex organizations. Mr. Hirschbiel holds an M.B.A. and a B.A. in psychology from the University of North Carolina. Mr. Hirschbiel’s son is employed by the company as a supplier account representative. In mid-July 2011, Mr. Hirschbiel intends to announce his candidacy for the Second Congressional District of Virginia. If elected to the U.S. House of Representatives in November 2012, he will resign his position as a director and chair of our audit committee.
 
R. Scott LaRose has served as a member of our board of directors since 2002. Mr. LaRose has also served as Chairman of the Board of Agilex Technologies, Inc. since 2009. From 2004 to 2009, Mr. LaRose served as the President and Chief Executive Officer of Mythics, Inc., which Mr. LaRose co-founded with Mr. Hillier in 2000. Prior to serving at Mythics, Mr. LaRose served as the regional manager of the state and local government division at Oracle Corporation. Mr. LaRose has unique insights into our business as a result of


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his experience with the process of government contracting. As a result of the various leadership positions he has held throughout his career, Mr. LaRose brings a strong strategic vision to our board of directors. Mr. LaRose holds a B.S. from Radford University.
 
C. Arthur “Brother” Rutter III has served as a member of our board of directors since June 2011. He is the co-managing partner of Rutter Mills, LLP, a law firm which he joined in 1994. As a result of his management experience of the law firm and his experience as a lawyer, Mr. Rutter possesses knowledge of corporate governance and compensation that strengthens the board’s collective qualifications in these areas. Mr. Rutter holds a J.D. from the University of Richmond T.C. Williams School of Law and an A.B. in English and American Literature and Language from Harvard College.
 
Controlled Company Exception
 
Following the consummation of this offering, our existing stockholders, as a group, will continue to control a majority of our outstanding common stock and voting power, which means we will be a “controlled” company within the meaning of the rules of the New York Stock Exchange. As a result, we are not required to have a majority of independent directors on our board of directors or have compensation and nominating/corporate governance committees comprised of independent directors. We are required, however, to have an audit committee with one independent director during the 90-day period beginning on the date of effectiveness of the registration statement filed with the SEC in connection with this offering and of which this prospectus is a part. After such 90-day period and until one year from the date of effectiveness of the registration statement, we are required to have a majority of independent directors on our audit committee. Thereafter, we are required to have an audit committee comprised entirely of independent directors.
 
Committees of Our Board of Directors
 
Audit Committee.   The audit committee consists of Paul O. Hirschbiel, R. Scott LaRose, and C. Arthur “Brother” Rutter III (of whom Mr. Hirschbiel and Mr. Rutter have been determined to be independent pursuant to Rule 10A-3 of the Exchange Act by our board of directors) and Mr. Hirschbiel has been nominated as chair of the audit committee. The duties and responsibilities of the audit committee include recommending the appointment or termination of the engagement of independent accountants, overseeing the independent auditor relationship and reviewing significant accounting policies and controls. We intend to appoint additional independent directors to our audit committee to replace R. Scott LaRose as soon as possible following the consummation of this offering, but no later than one year after the consummation of this offering. We have determined that Mr. Hirschbiel satisfies the New York Stock Exchange standard of possessing accounting or related financial management expertise and qualifies as an independent audit committee financial expert under the Exchange Act.
 
The charter of the audit committee will be available on our website.
 
Compensation Committee.   The compensation committee consists of Luke Hillier, R. Scott LaRose, William A. Roper, Jr. and C. Arthur “Brother” Rutter III. Mr. LaRose has been nominated as chair of the compensation committee. The duties and responsibilities of the compensation committee include reviewing and approving the compensation of officers and directors, except that the compensation of officers serving on any committee is determined by our board of directors. The compensation of all officers other than our chief executive officer, Luke Hillier, is approved by our board of directors based on recommendations by Mr. Hillier and the compensation committee. Mr. Hillier’s compensation is determined by our board of directors upon the recommendation of the compensation committee.
 
The charter of our compensation committee will be available on our website.
 
Nominating and Corporate Governance Committee.   The nominating and corporate governance committee consists of Daniel Clarkson, Luke Hillier, and C. Arthur “Brother” Rutter III. Mr. Rutter has been determined to be independent pursuant to the rules of the New York Stock Exchange by our board of directors and has been nominated as chair of the nominating and corporate governance committee. The


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duties of the nominating and corporate governance committee include identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; overseeing the organization of our board of directors to discharge the board’s duties and responsibilities properly and efficiently; identifying best practices and recommending corporate governance principles, including giving proper attention and making effective responses to stockholder concerns regarding corporate governance; and developing and recommending to our board of directors a set of corporate governance guidelines and principles applicable to us. Other specific duties of the nominating and corporate governance committee include: annually assessing the size and composition of our board of directors; developing membership qualifications for our board committees; monitoring compliance with board and board committee membership criteria; annually reviewing and recommending directors for continued service; coordinating and assisting management and our board in recruiting new members to our board of directors; reviewing governance-related stockholder proposals and recommending board responses; and overseeing the evaluation of our board of directors and management.
 
Board Structure
 
Our board of directors is currently comprised of seven directors. Our board of directors is divided into three classes, each of whose members will serve for staggered three-year terms. Mr. Clarkson and Mr. Rutter will serve in the class of directors whose terms will expire at our 2012 annual meeting; Mr. Hirschbiel; General Dail and Mr. Roper will serve in the class of directors whose terms will expire at our 2013 annual meeting; and Mr. Hillier and Mr. LaRose will serve in the class of directors whose terms will expire at our 2014 annual meeting. Because only one-third of our directors are elected at each annual meeting, two annual meetings of stockholders could be required for the stockholders to change a majority of the board.
 
In addition, the existing stockholders have agreed pursuant to the stockholders agreement to vote for all our directors as selected pursuant to that agreement. Under the agreement, one director will be designated by Daniel Clarkson (provided Mr. Clarkson and his affiliates hold at least 1% of our common stock, collectively), one director will be designated by R. Scott LaRose (provided Mr. LaRose and his affiliates hold at least 1% of our common stock, collectively) and Luke Hillier may designate any number of other directors. See “Description of Capital Stock—Stockholders Agreement.”
 
Compensation Committee Interlocks and Insider Participation
 
None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers who serve on our board of directors or compensation committee.
 
Code of Ethics
 
Our board of directors has adopted a code of ethics that applies to all of our directors, officers and employees, including our chief executive officer and chief financial officer. The code addresses, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on insider information and reporting of violations to the code. The code of ethics will be available on our website.


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COMPENSATION DISCUSSION AND ANALYSIS
 
The following discussion and analysis of compensation arrangements of our named executive officers for fiscal year 2010 (as set forth in the Summary Compensation Table below) should be read together with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the currently planned programs summarized in this discussion.
 
Named Executive Officers
 
Our named executive officers for the fiscal year ended December 31, 2010 were: Luke Hillier, our Chief Executive Officer; Patricia Bohlen, our Chief Financial Officer; Daniel Clarkson, our Chief Operating Officer; Bruce Dressel, our Vice President of Acquisitions; and Jason Wallace, our Vice President of Sales. Following December 31, 2010, Mr. Dressel’s title was revised to be Vice President of Product and Equipment Solutions and Mr. Wallace’s title was revised to be Vice President of Sales and Marketing. Effective June 13, 2011, William Roper became our President and Principal Financial Officer; however, Mr. Roper was not a named executive officer for fiscal year 2010.
 
Executive Compensation Philosophy and Objectives
 
Our philosophy is that executive compensation should be competitive in the marketplace in which we compete for executive talent, but structured to emphasize incentive-based compensation and determined by the achievement of both company and individual performance objectives. In principle, we believe that:
 
  •  our compensation programs should be simple, straightforward and clear;
 
  •  a significant portion of executive compensation should be based on variable compensation programs measured on a quarterly, annual or longer-term basis;
 
  •  variable compensation, including bonuses and commissions, should be tied to the achievement of predetermined company-wide and individual performance goals, and should create appropriate rewards for superior performance and penalties for under-performance;
 
  •  our compensation programs should be flexible and able to evolve with our business;
 
  •  our compensation programs should be designed to attract, motivate and retain exceptional executives in the markets in which we operate; and
 
  •  following the completion of this offering, equity-based compensation awards should be utilized to encourage an ownership mentality by our executives and to align the interests of our executives with our stockholders.
 
Elements of 2010 Executive Compensation
 
Our 2010 compensation program for our named executive officers consisted of the following key elements: an annual base salary, quarterly achievement bonuses, a performance-based annual bonus, commissions for our sales personnel (including one of our named executive officers, Jason Wallace, our Vice President of Sales), and certain perquisites and other benefits, including employer-paid health and welfare plan premiums and employer matching contributions to tax qualified retirement plans. In keeping with our philosophy of the importance of simplicity and clarity in compensation programs, we did not maintain any non-qualified deferred compensation programs, supplemental retirement programs or defined benefit pension plans that cover our named executive officers and we do not anticipate maintaining any such plans or programs following the completion of this offering. Historically, all of the incentive compensation payable to our named executive officers has been payable in cash based upon the achievement of predetermined performance goals. We believe that this approach has best served the interests of our company and the holders of our equity interests by enabling us to meet the requirements of the highly competitive environment in which we operate, while ensuring that our named executive officers were


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compensated in a way that advanced both the short-term and long-term interests of our equity holders. We have historically been structured as a subchapter S corporation, which has prevented us from granting equity-based compensation awards to any of our named executive officers. The variable quarterly and annual bonuses permitted recognition of individual performance and were based, in significant part, on an evaluation of the contribution made by the named executive officer to our overall performance.
 
In 2010, our board of directors determined the amount and form of compensation for Luke Hillier and Daniel Clarkson. The amount and form of each element of our other named executive officers’ compensation for 2010 was determined by Mr. Hillier and Mr. Clarkson.
 
2010 Base Salary.   We determined base salaries for our named executive officers based on their position level and our evaluation of the appropriate amount of base salary required to attract and retain executive talent in the markets in which we operate, taking into account our philosophy that total compensation should be weighted less towards fixed compensation and more towards variable performance-based compensation. Historically, we have not “benchmarked” our named executive officers’ base salaries against any defined peer group of companies.
 
2010 Incentive Compensation.   For fiscal year 2010, each of Patricia Bohlen, Bruce Dressel and Jason Wallace was eligible to receive quarterly achievement bonuses based on completion of specific strategic goals as determined by our board of directors in advance of each quarter, as described below, as well as a year-end profitability bonus based on the company’s achievement of specified profitability targets and such named executive officer’s aggregate quarterly performance levels, as described below. Messrs. Hillier and Clarkson were not eligible to receive quarterly achievement bonuses and year-end profitability bonuses in 2010. Additionally, one named executive officer, Jason Wallace, was eligible to receive sales commissions in fiscal year 2010, as described below.
 
Quarterly Achievement Bonuses.   For fiscal year 2010, each of Patricia Bohlen, Bruce Dressel and Jason Wallace was eligible to receive quarterly achievement bonuses. The quarterly achievement goals were not based on corporate performance, but rather were based on the attainment of goals related to the officer’s individual performance and the performance of his or her direct reports during each fiscal quarter during 2010. Each of Ms. Bohlen and Messrs. Dressel and Wallace achieved 100% of his or her performance goals for each quarter in 2010 and thus received the full amount of his or her target quarterly achievement bonus in each quarter.
 
Year-End Profitability Bonuses.   For fiscal year 2010, in the event that Atlantic Diving Supply, Inc. attained a specified profitability target, each of Patricia Bohlen, Bruce Dressel and Jason Wallace was eligible to receive a year-end bonus. If the profitability target was not achieved for 2010, no year-end bonus would have been paid. For fiscal year 2010, this target profitability was $91.4 million and Atlantic Diving Supply, Inc.’s actual profitability, as calculated for bonus purposes in December 2010, was $92.3 million. Thus, the 2010 profitability target was achieved and the year-end bonuses were paid. The amount of the year-end bonus for each of Ms. Bohlen and Messrs. Dressel and Wallace was determined by multiplying the amount of the year-end bonus that would have been paid based on Atlantic Diving Supply, Inc.’s 2010 profitability by the aggregate percentage of all quarterly achievement bonuses received by the executive during the year. Since each of Ms. Bohlen and Messrs. Dressel and Wallace achieved 100% of his or her performance goals for each quarter in 2010, he or she received 100% of the amount of the year-end bonus he or she was entitled to receive based on Atlantic Diving Supply, Inc.’s 2010 profitability. For purposes of determining 2010 year-end profitability bonuses, profitability was equal to Atlantic Diving Supply, Inc.’s gross profit less its total expenses (other than depreciation, profitability bonuses, Domestic International Sales Corporation, or DISC, and transaction expenses).
 
Commissions.   For fiscal year 2010, Jason Wallace, our Vice President of Sales, was eligible to receive sales commissions equal to 0.124% of our overall gross margin, with a commission target of $195,920 based on our target gross margin of $158.0 million. No other named executive officer was eligible to receive sales commissions in fiscal year 2010.


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The amount of quarterly achievement bonuses and year-end profitability bonuses received by each of Ms. Bohlen, Mr. Dressel and Mr. Wallace and the amount of commissions received by Mr. Wallace are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table under “Executive Compensation—Summary Compensation Table.”
 
No 2010 Equity Awards.   We have historically been structured as a subchapter S corporation and have not granted equity-based compensation awards to any of our named executive officers.
 
2010 Perquisites and Other Benefits.   Our named executive officers are generally eligible to participate in the same benefit plans provided to our other salaried employees, including health and welfare plans. In fiscal year 2010, we paid the full cost of the medical plan premiums on behalf of our named executive officers, and our named executive officers were entitled to participate in and received employer contributions to our 401(k) plan. We paid for a car or provided a car allowance to each of our named executive officers. In addition, we have historically provided supplementary executive perquisites to each of our founders and principal owners, including Luke Hillier and Daniel Clarkson, as described in greater detail in the Summary Compensation Table and the footnotes thereto.
 
New Compensation Programs in Connection with this Offering
 
Adoption of Annual Bonus Plan and Equity Award Incentive Plan
 
On July 5, 2011, we adopted, and our shareholders approved, the 2011 Incentive Award Plan and the Executive Bonus Plan in connection with this offering. For a description of these new compensation plans, see “Executive Compensation Plans” below. The purpose of these new plans will be to allow us to pay annual bonuses (including annual performance-based bonuses) to our named executive officers and other senior executives and to make various equity-based compensation awards to our named executive officers and other employees, consultants and directors in a manner that is appropriate for a public company and that is intended to allow us to make awards that are not subject to the federal income tax deduction limitation set forth in Section 162(m) of the Internal Revenue Code. See “—Effect of Accounting and Tax Treatment on Compensation Decisions.”
 
Claw-Back Policy
 
The Executive Bonus Plan and the 2011 Incentive Award Plan provide us with the discretion to impose the forfeiture of bonuses and equity compensation and the recovery of bonus amounts and gains from equity compensation awarded under those plans with respect to individuals who engage in misconduct or gross negligence that results in a restatement of our financial statements or as otherwise required under applicable laws or regulations.
 
Policies on Timing of Equity Grants
 
We expect that following the completion of this offering it will be our policy not to time the granting of equity awards in relation to the release of material, non-public information. Accordingly, we expect that regularly scheduled awards will be permitted to be granted at times when there is material non-public information. We expect that we will generally grant awards to new-hires at the time of hire, promotion awards at the time of promotion and annual awards at a specified time or during a specified period each year. In addition, we expect that it will be our policy not to grant equity awards with effect from, or with an exercise price based on market conditions as they existed on, any date prior to the date on which the party in which granting authority is vested takes formal action to grant them. We further expect that it will be our policy to promptly document any equity awards that we make; we would normally regard documenting to be prompt if we were to communicate the terms of the awards to their recipients, and to obtain signed award agreements governing the grants back from them (or other electronic confirmation of such awards), within one month of the date formal action is taken to issue them.


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Owner-Employee Employment Agreements
 
Effective July 1, 2011, we entered into employment agreements with each of Luke Hillier and Daniel Clarkson, our two current equity owners who are also named executive officers. For a description of these employment agreements, see “New Executive Compensation Plans—2011 Employment Agreements.”
 
Adoption of Non-Employee Director Compensation Policy
 
We intend to adopt a non-employee director compensation policy in connection with this offering. For a description of this new policy, see “—Director Compensation—Director Compensation Policies.”
 
Effect of Accounting and Tax Treatment on Compensation Decisions
 
Section 162(m) of the Internal Revenue Code imposes a limit on the amount of compensation that we may deduct in any one year with respect to certain “covered employees,” unless certain specific and detailed criteria are satisfied. Performance-based compensation, as defined in the Internal Revenue Code, is fully deductible if the programs are approved by stockholders and meet other requirements. Pursuant to applicable regulations, Section 162(m) will not apply to compensation paid or stock options, restricted stock, restricted stock units or deferred stock units granted under the compensation agreements and plans in existence prior to the completion of this offering during the reliance transition period ending on the earlier of the date the agreement or plan is materially modified or the first stockholders meeting at which directors are elected during 2015. While we will continue to monitor our compensation programs in light of Section 162(m), the compensation committee considers it important to retain the flexibility to design compensation programs that are in the best long-term interests of our company and our stockholders, particularly as we continue our transition from a private to a public company. As a result, we have not adopted a policy requiring that all compensation be deductible and the compensation committee may conclude that paying compensation at levels that are not deductible under Section 162(m) is nevertheless in the best interests of our company and our stockholders.
 
Other provisions of the Internal Revenue Code can also affect compensation decisions. Section 409A of the Internal Revenue Code, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% penalty and an interest penalty, on the recipient of deferred compensation that does not comply with Section 409A. The compensation committee will take into account the implications of Section 409A in determining the form and timing of compensation awarded to our executives and will strive to structure any nonqualified deferred compensation plans or arrangements to be exempt from or to comply with the requirements of Section 409A.
 
Section 280G of the Internal Revenue Code disallows a company’s tax deduction for payments received by certain individuals in connection with a change in control to the extent that the payments exceed an amount approximately three times their average annual compensation, and Section 4999 of the Internal Revenue Code imposes a 20% excise tax on those payments. The compensation committee will take into account the implications of Section 280G in determining potential payments to be made to our executives in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in control are classified as excess parachute payments, such payments may not be deductible pursuant to Section 280G.
 
Transaction Bonuses
 
In connection with the offering of our senior secured notes and this offering, certain members of senior management are eligible to receive transaction bonuses in recognition of services and contributions to the value of the company. In a majority of cases, two-thirds of each individual’s transaction bonus was paid upon consummation of the senior secured notes offering, with the remainder to be paid upon the earlier of (x) the consummation of this offering and (y) December 31, 2011, subject to each individual’s continued employment through such payment date. The aggregate amount of all transaction bonuses is $9.0 million, of which approximately $6.6 million was paid upon consummation of the senior secured notes offering. See “New Executive Compensation Plans—2011 Employment Agreements.”


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EXECUTIVE COMPENSATION
 
The tables listed below, which appear in the following sections of this report, provide information required by the SEC regarding the compensation we paid for the year ended December 31, 2010 to our named executive officers. Except as noted below, we have used captions and headings in these tables in accordance with the SEC regulations requiring these disclosures. The footnotes to these tables provide important information to explain the values presented in the tables and are an important part of our disclosures related to our executive compensation for the year ended December 31, 2010.
 
Summary Compensation Table
 
The following table sets forth information regarding compensation earned by our named executive officers for the year ended December 31, 2010:
 
Summary Compensation Table
 
                                 
        Non-Equity
       
        Incentive Plan
  All Other
   
    Salary
  Compensation
  Compensation
  Total
Name and Principal Position
  ($)   ($)   ($)   ($)
 
Luke Hillier, Chief
Executive Officer
and President
    500,000             51,318 (1)     551,318  
Patricia Bohlen, Chief
Financial Officer
    186,186       148,965