Acquisition

6 Months Ended

Nov. 30, 2011

Acquisition

Acquisition

Note 11 — Acquisition

On October 11, 2011, we acquired Airinmar Holdings Limited (“Airinmar”), an international provider of aircraft component repair management services.  Airinmar operates as part of our Aviation Supply Chain segment.  Total consideration is estimated to be $43,500, which includes $23,200 cash paid at closing, and a potential earn-out payment of $20,300.  The potential earn-out payment is based upon Airinmar achieving certain EBITDA (earnings before interest, taxes, depreciation and amortization) levels over a two-year period, as well as retaining certain key customers.  In accordance with accounting principles generally accepted in the United States of America, a liability of $20,300 was recognized as an estimate of the acquisition date fair value of the earn-out and is included in Other non-current liabilities on our condensed consolidated balance sheet as of November 30, 2011.  Any change in the fair value of the earn-out subsequent to the date of acquisition will be recognized in earnings.

We have made a preliminary purchase price allocation for the Airinmar acquisition and are in the process of obtaining final valuations for the acquired assets and liabilities.  The preliminary purchase price allocation follows.  We have omitted the pro-forma statement of income information for Airinmar because it is not material.

Cash	$	3,700
Accounts receivable	8,000
Prepaid expenses	600
Property, plant and equipment	600
Goodwill and identified intangibles	42,400
Accounts payable	(6,700		)
Accrued liabilities	(25,400		)