Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(The following should be read in conjunction with Management's Discussion and
Analysis of Financial Condition and Results of Operations contained in the
Company's Form 10-K for the year ended December 31, 2008.)
ACQUISITION
On January 30, 2009, the Company acquired 100% of the common stock of DME
Corporation (DME). The purchase price was approximately $50 million, comprised
of approximately $40 million in cash, 500,000 shares of the Company's common
stock held as treasury shares, valued at $3.6 million, or $7.17 per share, a
$5.0 million subordinated note payable to the former shareholders plus an
additional contingent $2.0 million subordinated note payable with an estimated
fair value at the acquisition date of $1.0 million, subject to meeting revenue
performance criteria in 2009. The $2.0 million will not be paid should DME fail
to attain the agreed upon 2009 calendar year revenue performance. DME is a
designer and manufacturer of military test training and simulation equipment and
aviation safety products. The aviation safety products are included in the
Aerospace segment. The test training and simulation equipment products comprise
the Test Systems segment.