BUSINESS ACQUISITION

12 Months Ended

Dec. 31, 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 $3.4 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 purchase price allocation associated with the HPTi merger are as follows:

Cash consideration	$	143,000
Working capital adjustment		3,361
Less: Cash acquired		(1,090	)
Purchase price, net of cash acquired	$	145,271

Current assets, net of cash acquired	$	22,638
Property and equipment		2,273
Other noncurrent assets		47
Current liabilities		(13,851	)
Goodwill and other intangible assets		134,164
Total purchase price allocation	$	145,271

			Weighted
			average
			amortization
			life (years)
Customer relationships	$	12,700		8.5
Contractual backlog		6,700		6.5
Trade name		600		1.5
Goodwill		114,164		-
Total goodwill and other intangible assets	$	134,164

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 approximately $22.0 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 exclude certain nonrecurring costs HPTi paid at the closing of the sale, including the payout of $1.5 million for the acceleration of stock compensation costs, payroll taxes associated with the exercise of stock options of $0.8 million and discretionary bonuses of $0.2 million. 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.

	Year Ended December 31,
	2011		2010
Revenue	$	376,164	$	362,536
Operating income	$	32,770	$	24,110
Income from continuing operations	$	12,304	$	7,621
Net income	$	12,304	$	8,013

Earnings per share:
Income from continuing operations:
Basic	$	1.22	$	0.77
Diluted	$	1.20	$	0.76
Net income
Basic	$	1.22	$	0.81
Diluted	$	1.20	$	0.80