NCI 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.4

NCI, Inc.

Unaudited Pro Forma Condensed Consolidated Financial Statements

On June 27, 2007, NCI, Inc. (“the Company”) purchased Karta Technologies, Inc. (“Karta”). The Company paid approximately $67.6 million for Karta. The purchase price includes $64.8 million for Karta, $0.2 million for a non-compete agreement, $1.5 million as a working capital adjustment and approximately $1.1 million in transactions costs. The following unaudited pro forma condensed consolidated balance sheet as of March 31, 2007 and the unaudited pro forma condensed consolidated statements of operations for the quarter ended March 31, 2007 and the fiscal year ended December 31, 2006 give effect to the Company’s purchase of Karta. The acquisition has been accounted for using the purchase method in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations.

The unaudited pro forma condensed consolidated balance sheet presents the financial position of the Company as if the acquisition of Karta occurred on March 31, 2007. The unaudited pro forma condensed consolidated statement of operations for the quarter ended March 31, 2007 has been prepared as if the acquisition occurred on January 1, 2007. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2006 has been prepared as if the acquisition occurred on January 1, 2006.

The unaudited pro forma adjustments are based on management’s preliminary estimates of the value of the tangible and intangible assets and liabilities acquired. As a result, the actual adjustments may differ materially from those presented in these unaudited pro forma statements. A change in the unaudited pro forma adjustments of the purchase price for the acquisition would primarily result in a reallocation affecting the value assigned to tangible and intangible assets. The income statement effect of these changes will depend on the nature and amount of the assets or liabilities adjusted.

The unaudited pro forma condensed consolidated financial statements, which have been prepared in accordance with rules prescribed by Article 11 of Regulation S-X, are provided for informational purposes only and are not necessarily indicative of the past or future results of the operations or financial position of the Company.

This information should be read in conjunction with the previously filed Current Report on Form 8-K, dated June 27, 2007 and filed with the Securities and Exchange Commission, the previously filed historical consolidated financial statements and accompanying notes of the Company contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and other subsequent filings and in conjunction with the historical financial statements and accompanying notes of Karta included in this report on Form 8-K/A.

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NCI, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

March 31, 2007

(amounts in thousands, except per share data)

	NCI		Karta		Adjustments				Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	8,383	$	2,605	$	(670	)	A	$	(2,264	)
						(12,582	)	B
Accounts receivable, net		66,980		15,965		—				82,945
Deferred tax assets		1,753		—		—				1,753
Prepaid expenses and other current assets		1,251		1,081		(841	)	A		1,491
Total current assets		78,367		19,651		(14,093	)			83,925
Property and equipment, net		4,775		4,810		(3,909	)	A		5,676
Other assets		869		56		—				925
Deferred tax assets, net		528		—		—				528
Intangible assets, net		1,930		—		3,257		C		5,187
Goodwill		22,361		—		53,971		D		76,332
Total assets	$	108,830	$	24,517	$	39,226			$	172,573
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	19,720	$	1,964	$	(451	)	A	$	21,233
Accrued salaries and benefits		9,257		890		—				10,147
Other accrued expenses/liabilities		5,100		6,753		(628	)	A		11,225
Deferred revenue		1,595		215		—				1,810
Total current liabilities		35,672		9,822		(1,079	)			44,415
Line of credit		—		3,461		(3,461	)	A		55,000
						55,000		E
Other liabilities		137		132		(132	)	A		137
Deferred rent		3,507		—		—				3,507
Total liabilities		39,316		13,415		50,328				103,059
Stockholders’ equity:
Common stock		254		103		(103	)	F		254
Additional paid-in capital		57,116		182		(182	)	F		57,116
Retained earnings		12,144		10,817		(1,199	)	A		12,144
						(9,618	)	F
Total stockholders’ equity		69,514		11,102		(11,102	)			69,514
Total liabilities and stockholders’ equity	$	108,830	$	24,517	$	39,226			$	172,573

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NCI, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE QUARTER ENDED

March 31, 2007

(amounts in thousands, except per share data)

	NCI			Karta			Adjustments				Pro Forma
Revenue	$	64,291		$	13,530		$	—			$	77,821
Operating costs and expenses:
Cost of revenue (exclusive of depreciation and amortization, shown separately below)		55,509			8,449			—				63,958
General and administrative expense		3,580			3,992			69		G		7,641
Depreciation and amortization		370			106			(87	)	G		389
Amortization of intangible assets		183			—			207		H		390
Total operating costs and expenses		59,642			12,547			189				72,378
Operating income		4,649			983			(189	)			5,443
Interest income		142			53			(32	)	G		163
Interest expense		(24	)		(29	)		11		G		(1,106	)
								(1,064	)	I
Gain on sale of assets		—			662			(655	)	G		7
Income before income taxes		4,767			1,669			(1,929	)			4,507
Income tax expense (benefit)		1,882			45			(149	)	J		1,778
Net income	$	2,885		$	1,624		$	(1,780	)		$	2,729
Earnings per common and common equivalent share:
Basic:
Weighted average shares outstanding		13,328										13,328
Net income per share	$	0.22									$	0.20
Diluted:
Weighted average shares and equivalent shares outstanding		13,508										13,508
Net income per share	$	0.21									$	0.20

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NCI, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED

December 31, 2006

(amounts in thousands, except per share data)

	NCI			Karta			Adjustments				Pro Forma
Revenue	$	218,340		$	50,864		$	(74	)	K	$	269,130
Operating costs and expenses:
Cost of revenue (exclusive of depreciation and amortization, shown separately below)		188,878			28,550			—				217,428
General and administrative expense		12,852			18,725			227		K		31,804
Depreciation and amortization		1,629			671			(135	)	K		2,165
Amortization of intangible assets		957			—			636		L		1,593
Total operating costs and expenses		204,316			47,946			728				252,990
Operating income		14,024			2,918			(802	)			16,140
Interest income		817			124			—				941
Interest expense		(89	)		(259	)		253		K		(4,349	)
								(4,254	)	M
Income before income taxes		14,752			2,783			(4,803	)			12,732
Income tax expense (benefit)		5,493			123			(905	)	N		4,711
Net income	$	9,259		$	2,660		$	(3,898	)			8,021
Earnings per common and common equivalent share:
Basic:
Weighted average shares outstanding		13,328										13,328
Net income per share	$	0.69									$	0.60
Diluted:
Weighted average shares and equivalent shares outstanding		13,483										13,483
Net income per share	$	0.69									$	0.59

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NCI, Inc.

Notes to Unaudited Pro Forma Consolidated Financial Statements

Balance Sheet

A. This adjustment reflects the removal of a related party entity contained within the consolidated Karta Technologies, Inc. (Karta) financial statements that was required to be included in Karta’s financials under FIN 46, Variable Interest Entities. The affiliate owned a building where Karta was the primary tenant. NCI did not acquire the building or the affiliate.

B. This adjustment reflects the cash paid by the Company representing the purchase price of the acquisition plus costs associated with the transaction. The total purchase price of $67.6 million includes payments to Karta shareholders of $66.4 million and transaction costs of approximately $1.2 million. This transaction took place June 27, 2007 when the Company’s cash balance was greater than the March 31, 2007 cash balance. At no time did the Company overdraw its available cash balance.

C. This adjustment reflects the preliminary identified intangibles valuation.

		(all amounts in thousands)
Acquired Intangible	Estimated Useful Life	Preliminary Purchase Price Allocation
Contract backlog	8.5 years	$	2,700
Non-Compete	5.0 years		250
Software	1.5 years		116
Trade name	0.5 years		191
		$	3,257

D. This adjustment reflects the recording of goodwill as a result of the acquisition. The goodwill adjustment is detailed below and is calculated as the excess of purchase price, including transaction costs, over the estimated fair value of the net assets acquired. Goodwill will not be amortized in accordance with Financial Accounting Standard No. 142, Goodwill and Other Intangible Assets, but will be subject to annual impairment tests.

	Amounts (in thousands)
Purchase price	$	66,431
Transaction costs		1,151
		67,582
Less:
Net assets acquired		10,354
Identified intangible assets (preliminary)		3,257
		13,611
Goodwill	$	53,971

E. This adjustment reflects the loan borrowings in conjunction with the Karta acquisition.

F. This adjustment reflects the elimination of Karta’s accounts in consolidation and adjusts historical cost to estimated fair value as of March 31, 2007.

Statement of Operations, For the Quarter Ended March 31, 2007

G. This adjustment reflects the removal of the consolidated related party entity. Karta financial statements include a related entity that was not acquired with Karta Technologies, Inc. The related entity is a building owned by the previous owner of Karta and was required to be consolidated with Karta under FIN 46.

H. This adjustment reflects the amortization of identified acquired intangibles with finite useful lives adjustment, based on preliminary purchase price allocation (See Note C above).

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NCI, Inc.

Notes to Unaudited Pro Forma Consolidated Financial Statements

I. This adjustment reflects the interest expense for the funds borrowed and forgone interest adjustment on the funds used by the Company for the acquisition of Karta. NCI used approximately $12.6 million of its cash on hand and borrowed approximately $55.0 million on its line of credit. The interest rates used are those rates that were in effect as of the date of the transaction.

Item Generating Adjustment	Amount (in thousands)		Interest Rate
Cash paid - Interest income forgone	$	12,582	4.0	%
Amount borrowed - Interest expense generated		55,000	6.82	%

J. This adjustment reflects the application of the Company’s 39.5% effective tax rate for 2007.

Statement of Operations, For the Year Ended December 31, 2006

K. This adjustment reflects the removal of the consolidated related party entity. Karta financial statements include a related entity that was not acquired with Karta Technologies, Inc. The related entity is a building owned by the previous owner of Karta and was required to be consolidated with Karta under FIN 46.

L. This adjustment reflects the amortization of identified acquired intangibles with finite useful lives adjustment, based on preliminary purchase price allocation (See Note C above).

M. This adjustment reflects the interest expense for the funds borrowed and forgone interest adjustment on the funds used by the Company for the acquisition of Karta. NCI used approximately $12.6 million of its cash on hand and borrowed approximately $55.0 million on its line of credit. The interest rates used are those rates that were in effect as of the date of the transaction (See Note I above).

N. This adjustment reflects the application of the Company’s 38.8% effective tax rate for 2006.

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