Business Context and Reporting Period
Astronics Corporation (Astronics) filed a Form 8-K on January 29, 2009, reporting the entry into a Material Definitive Agreement. The Company, incorporated in New York, announced the acquisition of D M E Corporation.
Key Financial Metrics and Transaction Details
The filing details a specific acquisition transaction rather than periodic financial performance metrics such as revenue or cash flow.
- Total Purchase Price: Approximately $51 million.
- Cash Consideration: Approximately $45 million.
- Stock Consideration: 500,000 shares of previously held treasury stock valued at $3.6 million ($7.17 per share).
- Contingent Consideration: Up to $2 million subject to meeting revenue performance criteria in 2009.
- Expected Closing Date: January 30, 2009.
Material Changes and Financing
The primary material change is the pending acquisition of D M E Corporation. To finance the cash portion of the acquisition, Astronics plans to amend its existing credit facility. The filing does not provide specific details on the amended credit facility terms or the Company's current debt levels.
Outlook, Risks, and Management Commentary
Management indicated the transaction is expected to close on January 30, 2009. A portion of the purchase price ($2 million) is contingent upon the target company meeting specific revenue performance criteria in 2009. The filing does not contain explicit risk factors or forward-looking guidance beyond the transaction mechanics.
Key Facts for Investor Verification
- Confirmation of the closing of the D M E Corporation acquisition on or after January 30, 2009.
- Details regarding the amendment to the Company's credit facility to fund the $45 million cash payment.
- Whether D M E Corporation meets the 2009 revenue performance criteria to trigger the $2 million contingent payment.
- Impact of the acquisition on Astronics' consolidated financial statements in subsequent filings.