<http://www.washingtonpost.com/wp-dyn/content/article/2006/04/09/AR2006040900987.html>

Contractors Cash Out but Try to Stay Humble

By Ellen McCarthy
Washington Post Staff Writer
Monday, April 10, 2006; A01

Harry M. "Pete" Howton, the son of an Air Force officer who grew up to
be a Navy man and a basement entrepreneur, banked about $50 million
last year when he sold his 10-year-old government technology company.

There were no opulent parties. He didn't buy a new house or start a
yacht collection. Every morning Howton wakes up and goes to work. He's
not even sure his neighbors know he is a wealthy man.

"We've become nouveau riche, which is wonderful in some ways, but
we've got to keep our feet on the ground," said Howton, 63, whose
extravagances included the installation of a twirling neon slide to
carry his two daughters between floors of the Falls Church home he
bought with his wife 16 years ago.

The growth in government contracting has transformed the Washington
region, pumping billions of dollars into local companies, luring
workers from around the country, inflating home prices and taxing
already-crowded roads. It has also created a new class of
multimillionaires -- entrepreneurs like Howton who started small
companies, expanded them, then sold them at premium prices. If the
government's influence here has led to steady jobs and pensions for
the federal workforce, it is changing to include another dimension:
catalyst for private wealth.

"There has been a lot of trapped, passive equity released -- released
to the owners and to the local economy. Without a doubt it's billions
of dollars," said Rick Knop, managing director of BB&T Capital
Markets/Windsor Group, a company that helped negotiate the sale of 20
local government contractors in 2005.

Exactly how many billions is hard to estimate. Many of the 70 or so
local government contracting mergers last year involved private
companies that are not obliged to disclose their finances. The 20
deals Knop handled put $900 million in the pockets of 25 local
residents.

Typically they are like Howton and established small technology or
service companies years ago, then were in high demand as the
government began upgrading its computer systems, investing in new
security technology and preparing for war after the Sept. 11, 2001,
terrorist attacks.

Washington companies received $52.5 billion in federal contracts in
2004, an increase of more than 55 percent over 2001 and the largest
concentration of government work in the country, according to the
Institute for Public Policy at George Mason University.

As their pipeline of business and staff expertise increased, companies
such as Kathryn B. Freeland's RGII Technologies Inc. became attractive
to bigger firms -- in RGII Technologies' case, Computer Horizons
Corp., which paid Freeland more than $21 million in a takeover.

Jeanette Lee White, who did not take a salary for the first four years
she ran Sytel Inc., will split most of the $18.5 million profit from
its sale with her ex-husband.

Roger Mody made about $125 million when his 15-year-old government
contracting firm, Signal Corp., was sold for $227 million in 2002.

"For me, it was like hitting the lottery," Mody said.

In many ways, the region's newest millionaires are unlike the
high-tech set that made extraordinary (if sometimes fleeting) amounts
of money in the late 1990s. Government contracting is markedly sober,
as are the executives leading it. It is a sector of security
clearances, patriotism and rules of discretion so stringent they
sometimes prevent executives from knowing exactly what their employees
are working on. Unlike the dot-com kings -- who were in the gossip
pages as much as in the business section -- most government
contracting millionaires shun the limelight.

"The government market is a conservative market. . . . The people I
see are still driving the same car they were before," said Bob
Lohfeld, a consultant who advises companies on mergers and
acquisitions. "This wealth sort of sneaks up on people."

But while contracting millionaires aren't flashing their wealth around
town, they're not letting it sit idle. The local economy already
benefits greatly from government contracts, and the money paid to
individuals in mergers is a sort of premium on top of that. The money
is recycled into the local real estate and retail markets, enriches
the lawyers and consultants who set up deals, benefits local
charities, and frequently is used to start new businesses.

For Howton, it's a bigger payoff then he dreamed of a decade ago when
he maxed out 10 credit cards, racking up $200,000 in debt to start
Gray Hawk Systems Inc.

Like many in the industry, Howton landed in government contracting by
way of the military. Thirty years ago, when he was medically
discharged as a Navy lieutenant, he went to work for Syscon Corp. for
$24,000 a year, a good salary in those days, he said.

After stints with several larger firms, Howton decided to start his
own company. In 1995, after a fallout with a partner who assumed
control of his first start-up, he founded Gray Hawk in the basement of
his Falls Church home.

The company marketed itself as a catchall technology and engineering
shop, but growth was slow. Howton landed an initial subcontract with
old friends at Syscon, yet five years into its existence, Gray Hawk
was pulling in just $5 million in annual revenue.

Gradually, the company developed an expertise in software that could
analyze large amounts of raw data. After Sept. 11, as intelligence
agencies looked for tools to improve their data-mining ability, demand
for Gray Hawk's services rose significantly. By 2003, Howton's company
was bringing in $58.3 million in annual revenue, and its workforce
topped 400 employees, 95 percent of whom had security clearances
required to work on classified projects. Howton began getting weekly
calls about a possible sale.

Last spring, Fairfax-based ManTech International Corp. bought Gray
Hawk for $100 million in cash. At the time of the sale Howton owned 51
percent of the company, he said.

While the Howtons lived well before the deal with ManTech, it put them
on a different plane.

"When you get a lot of money all at once, you do have an issue with
what to do with it," he said.

There were a few luxuries, like a new Lexus for Howton's wife and a
summer vacation to Italy. Trusts were set up for Howton's young
daughters and his three grown children from a previous marriage. He
gave money to his old high school, to the USO and to orphanages in
Central America, among gifts totaling about $200,000 last year.

He also spent $1 million to open a new government contracting company,
KingFisher Systems Inc., starting the cycle all over again.

But the family's life isn't all that different, the Howtons said.

"It's still carpools, piano lessons, gymnastics," said Barbara Howton,
laundry basket in hand and daughters underfoot.

Roger Mody, more culturally aligned with the dot-com set, sold Signal
partly because "all of my net worth was tied up in the company." Since
the deal closed, Mody has had the cash to buy real estate in Myrtle
Beach, S.C., and partial ownership of a jet company and to invest in a
few area start-ups. He also gave $200,000 to charities last year and
is building a 30,000-square-foot home in an area of McLean known in
real estate circles as the Gold Coast.

There have been no fancy cars or new houses for Freeland, who was the
sole stockholder in RGII Technologies when it was sold for $21 million
in cash plus $10 million more if the company performs well over the
next few years.

Freeland, 43, is still with her company, now a subsidiary of a larger
firm, and says she's "working harder than I did before."

She said the wealth hasn't changed her family's lifestyle, but it has
allowed her to give $50,000 a year to minority students and establish
a $250,000 endowment at the University of Maryland Baltimore County.

Her biggest concern is how the money could affect her twin 12-year old
daughters.

"They've been trained to say, 'Hey, we've been blessed,' " Freeland
said. "We try to make sure that they stay humble themselves."

Many wealthy government contracting executives are loath to talk about
their money, but their success has not gone unnoticed by local
fundraisers.

"The rise in this sector certainly bodes well for GMU," said Judith
Marshall Jobbitt, vice president of development for George Mason
University, which received a $10 million gift from local contracting
executive Ernst Volgenau and his wife, Sara, in October. "We have a
community of people learning how to be philanthropists."

They're also learning how to be rich. After Sytel was sold, White was
inundated by calls from wealth advisers, offering to help manage her
money. Financially, the sale of the 300-person company last year was
something of a relief.

"All of my eggs were in one basket," she said. "I felt more
diversified after selling."

The money has allowed her to take some time off and to explore
potential investments in real estate and health-care companies.
Managing the money, she said, is a new favorite hobby.

Howton, meanwhile, also has plans to spend some of his millions in the
coming year -- but it won't be on expensive art or antique cars.

"We'll probably pick up some other little companies as we go along," he said.

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