Business Acquisition

9 Months Ended

Sep. 30, 2011

NOTE 3. BUSINESS ACQUISITION

On June 30, 2011, the Company completed the merger for 100% of the outstanding shares of High Performance Technologies, Inc. ("HPTi") for $143 million in cash plus net working capital of $1.0 million. HPTi is a leading provider of high-end technology services to the federal healthcare and military technology markets. The merger strengthens and expands the Company’s market presence as a provider of high-end services and solutions in the federal market.

The purchase price and preliminary purchase price allocation associated with the HPTi merger are as follows:

Cash consideration	$	143,000
Working capital adjustment		2,063
Less: Cash acquired		(1,090	)
Purchase price, net of cash acquired	$	143,973

Current assets, net of cash acquired	$	22,616
Property and equipment		2,272
Other noncurrent assets		47
Current liabilities		(14,216	)
Goodwill and other intangible assets		133,254
Total purchase price allocation	$	143,973

			Weighted
			average
			amortization
			life (years)
Customer relationships	$	12,700		8.5
Contractual backlog		6,700		6.5
Trade name		600		1.5
Goodwill		113,254		-
Total goodwill and other intangible assets	$	133,254

The fair value of the working capital adjustments and acquired identifiable intangible assets from the HPTi merger is provisional pending completion of the final valuations for those assets. The fair value and gross contractual amount of contract receivables acquired from the HPTi merger was $21.8 million, of which substantially all is expected to be collected.

The goodwill arising from the HPTi merger consists largely of the synergies and economies of scale expected from combining the operations of the Company and HPTi. The parties have elected to treat the transaction as an asset purchase for tax purposes. As a result, all of the goodwill and intangible assets related to the HPTi merger will be tax deductible over a 15 year period.

The following pro forma results of operations have been prepared as though the merger of HPTi had occurred on January 1, 2010. These pro forma results include adjustments for interest expense and amortization of deferred financing costs on the term loan used to finance the transaction, amortization expense for the identifiable intangible asset determined in the preliminary independent appraisal and the effect of income taxes. These pro forma results include certain nonrecurring costs HPTi paid at the closing of the sale, including the payout for the acceleration of stock compensation costs, professional fees related to the merger and discretionary bonuses. This pro forma information does not purport to be indicative of the results of operations that would have been attained had the merger been made as of January 1, 2010, or of results of operations that may occur in the future.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Revenue	$	96,379	$	93,520	$	287,942	$	268,066
Operating income	$	8,844	$	7,115	$	23,210	$	16,052
Income from continuing operations	$	3,278	$	2,508	$	8,270	$	4,467
Net income	$	3,278	$	2,595	$	8,270	$	4,859

Income from continuing operations:
Basic	$	0.32	$	0.25	$	0.82	$	0.45
Diluted	$	0.32	$	0.25	$	0.81	$	0.44

Net income
Basic	$	0.32	$	0.26	$	0.82	$	0.49
Diluted	$	0.32	$	0.26	$	0.81	$	0.48