2. ACQUISITIONS

On December 28, 2012, the Company acquired all of the outstanding equity of Valent Aerostructures, LLC, ("Valent"), a provider of complex sub-assemblies and machined parts to airframe manufacturers in the commercial aerospace, business and regional, and military industries, is headquartered in Kansas City, Missouri, and was accounted for under the acquisition method of accounting. Concurrent with the acquisition, the Company entered into a new credit agreement to fund the majority of the purchase price as described in Note 9 below. The Company also issued $15,000 in common stock. Operating results of Valent, which are not material to the Company's operations, have been included in the Company's Aerostructures segment from the date of acquisition, and acquisition related costs of $4,860 were included in acquisitions expense. The following table presents unaudited pro forma consolidated operating results for the Company for the years ended December 31, 2012 and 2011, as if Valent had been acquired as of the beginning of the periods presented:

	December 31,
	2012		2011

Net sales	$	386,402	$	340,551
Net income		12,899		10,152

Management believes the integration of Valent with its business will provide synergistic benefits, including increased scale, complementary product offerings, the ability to compete for larger and more complex design-build projects and enhanced project management capabilities, allowing the Company to drive further growth from existing platforms.

The following table summarizes the preliminary purchase price allocation for Valent at the date of acquisition:

Cash	$	44
Accounts receivable		16,507
Inventory		27,978
Prepaid expenses and other current assets		640
Fixed assets		55,593
Intangible assets		46,546
Other long-term assets		1,575
Goodwill		123,584
Current liabilities assumed		(19,820	)
Long-term liabilities assumed		(23,118	)
Cost of acquisition	$	229,529

Of the $46,546 acquired intangible assets, $45,600 was assigned to customer relationships with a weighted average useful life of 20.3 years; and the remaining $946 consists of trade names, trademarks and other intangibles and have a weighted average useful life of 5.5 years. The fair value of the customer relationships was determined using the multi-period excess earnings method. The fair value of trade names and trademarks was determined using the cost method.

The purchase price for Valent includes the estimated acquisition-date fair value of contingent consideration. The estimated acquisition-date fair value of contingent consideration relates to an earn-out at the date of acquisition contingent upon the achievement of certain earnings levels during the one year earn-out period. The maximum amounts payable is $40,000 of which no more than $25,000 is payable in 2014 with any remainder payable in 2015. The estimated fair value of the earn-out at the date of acquisition is $7,950, and is included in accrued expenses.

The final determination of the fair value of certain assets acquired and liabilities assumed will be completed within the one year measurement period. The size and timing of the Valent acquisition will necessitate the use of this measurement period to adequately analyze and assess a number of the factors used in establishing the asset and liability fair values as of the acquisition date. Any potential adjustments made could be material in relation to the preliminary values presented above.

On August 7, 2012, the Company acquired all of the shares of capital stock of TASS Inc. ("TASS"), an after-market engineering and support services firm. Headquartered in Kirkland, Washington, TASS delivers engineering solutions to aircraft manufacturers, airlines, Maintenance, Repair and Overhaul companies and leasing companies worldwide. The acquisition was funded by internal cash and by entering into a $1,000 note payable and was accounted for under the acquisition method of accounting. Operating results of TASS, including revenues of $6,147 and loss from operation of $79, have been included in the Company's Engineering Services segment from the date of acquisition, and acquisition related costs of $343 were included in selling, general and administrative expense. The pro-forma operating results, as if the Company had completed the acquisition at the beginning of the periods presented, are not material to the Company's operations and are not presented.

Management believes the acquisition of TASS, together with other initiatives, will augment the Company's long and successful history with Boeing products and provide the Company with a global presence in the aftermarket engineering arena. TASS also provides the Company the ability to internally source product support for parts manufactured by the Company in the global airline fleet.

The Company performed a valuation analysis to determine amounts allocated to the acquired assets and assumed liabilities, including various intangible assets. The following table summarizes the purchase price allocation for TASS at the date of acquisition:

Cash	$	617
Accounts receivable		1,979
Other assets		175
Fixed assets		196
Intangible assets		2,247
Goodwill		6,628
Current liabilities assumed		(1,362	)
Cost of acquisition	$	10,480

Of the $2,247 acquired intangible assets, $1,876 was assigned to customer relationships with a weighted average useful life of 11.9 years; and the remaining $371 consists of trademarks and other intangibles and have a weighted average useful life of 2.9 years. The fair value of the customer relationships was determined using the discounted cash flow method. The fair value of the trademarks was determined using the relief from royalty method.