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Subsequent Events
6 Months Ended
Jun. 24, 2012
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events

On July 2, 2012, the Company completed the acquisition of CEI for approximately $161.3 million. The shareholders of CEI received $135.0 million in cash, which is subject to adjustments for working capital, and 4.0 million shares of the Company's common stock, valued at $5.94 per share on July 2, 2012, or $23.8 million. In addition, the Company eliminated accounts receivable from CEI and corresponding accounts payable by CEI of $2.3 million. The Company will cover an estimated $0.2 million additional tax liability incurred by the shareholders of CEI for making an election under Section 338(h)(10) of Internal Revenue Code which will result in tax deductible goodwill related to this transaction. The Company estimates that the tax deductible goodwill, which is subject to change based upon the final fair value of assets acquired and liabilities assumed, will be approximately $130.0 million and can be deducted for federal and California state income taxes over a 15-year period.

Certain key CEI personnel have entered into long-term employment agreements with the Company. In addition, on July 2, 2012, the Company granted 2.0 million restricted stock units ("RSUs") as inducement grants to certain employees of CEI who have joined Kratos. The RSUs cliff vest on the fourth anniversary of the closing of the CEI acquisition and serve as long-term retention inducements for these key individuals.

To fund the acquisition of CEI, on May 14, 2012, the Company sold approximately 20.0 million shares of its common stock at a purchase price of $5.00 per share in an underwritten public offering. The Company received gross proceeds of approximately $100.0 million and net proceeds of approximately $97.0 million after deducting underwriting fees and other offering expenses. The Company used the net proceeds from this offering to fund a portion of the purchase price for the acquisition of CEI. In addition, the Company used borrowings of $40.0 million from its revolving line of credit to fund the purchase price of CEI.

The transaction will be accounted for using the acquisition method of accounting which requires, among other things, that the assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The operating performance of CEI will be included in the Company's Condensed Consolidated Statement of Operations and Comprehensive Income in the third quarter of 2012 and will be part of the KGS segment.

The acquisition related disclosures required by Topic 805 cannot be made as the initial accounting for the business transaction is incomplete. In addition, the disclosure requirements of Topic 805, when the initial accounting is incomplete, also cannot be made due to the timing of the acquisition and the related due date of this Form 10-Q. Key financial data such as the determination of the final acquisition price and the fair value of the assets acquired and liabilities assumed is not yet available.

The excess of the purchase price over the fair value of the tangible and identifiable intangible assets acquired and liabilities assumed in the acquisition will be allocated to goodwill. The value of the goodwill represents the value the Company expects to be created by expanding its customer relationships and capabilities in the design, engineering, development, manufacturing and production of unmanned aerial targets and airframe structures. Additionally, certain CEI products and aerial systems support electronic warfare programs, increasing the Company's qualifications in this area.