|
Acquisition
|
6 Months Ended |
|---|---|
|
Jun. 29, 2013
|
|
| Business Combinations [Abstract] | |
| Acquisition |
19) Acquisition Peco, Inc. On May 28, 2013, Astronics Corporation entered into a Stock Purchase Agreement (the “Agreement”) by and among the Company, Peco, Inc., an Oregon corporation, (“Peco”) pursuant to which the Company has agreed to acquire all of the issued and outstanding capital stock of Peco. The business combination was completed July 18, 2013. Peco is a designer and manufacturer of highly engineered commercial aerospace interior components and systems for the aerospace industry. Peco is expected to be part of the Company’s Aerospace segment.
Under the terms of the Agreement, the consideration for the stock of Peco is $136.0 million in cash. The Stock Purchase Agreement also contains an agreement whereby the Company and the Sellers may make a tax election under Section 338(h)(10) of the Internal Revenue Code. This election will allow the Company to deduct the amortization of acquired goodwill and other intangible assets from its taxable income. The additional income tax to the Peco Sellers (“Sellers”) that is associated with the election, which will be determined by year-end, would require additional consideration to be paid to the Sellers. The Company has the right to revoke this election at any time prior to November 30, 2013, in which case it will have no obligation to pay such make-whole payment to the Sellers. The initial accounting for the acquisition of Peco was incomplete at the time these financial statements were issued. The preparation of certain supplemental pro forma information will not be finalized until the initial accounting for the acquisition is completed. Max-Viz, Inc. On July 30, 2012 we completed a business combination within our aerospace segment. We acquired by merger, 100% of the stock of Max-Viz, Inc. (“Max-Viz”), a manufacturer of industry-leading Enhanced Vision Systems for defense and commercial aerospace applications for the purpose of improving situational awareness. The addition of Max-Viz diversifies the products and technologies that Astronics offers. We purchased the outstanding stock of Max-Viz for $10.7 million in cash plus contingent purchase consideration up to a maximum of $8.0 million subject to meeting certain revenue growth targets over the next three years. Max-Viz’s unaudited 2012 revenue through the acquisition date was approximately $5.4 million. The additional contingent purchase consideration is recorded at its estimated fair value at the date of acquisition based upon the Company’s assessment of the probability of Max-Viz achieving the revenue growth targets. The estimated fair value of this contingent consideration is insignificant. The goodwill recognized is comprised primarily of intangible assets that do not require separate recognition. Substantially all of the goodwill and purchased intangible assets are expected to be deductible for tax purposes over 15 years. The purchase price allocation for this 2012 acquisition is complete. |