ATRO

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Form 10-Q

 

☒			Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

☐			Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

 

 

New York (State or other jurisdiction of incorporation or organization)			16-0959303 (IRS Employer Identification Number)
130 Commerce Way, East Aurora, New York (Address of principal executive offices)			14052 (Zip code)

Securities registered pursuant to Section 12(g) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, $.01 par value per share			ATRO			NASDAQ Stock Market

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer”, an “accelerated filer”, a “non-accelerated filer” and a “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☐

Accelerated filer

☒

Emerging growth company

☐

Non-accelerated filer

☐

Smaller Reporting Company

☐

of the Exchange Act. ¨

As of November 7, 2022, 32,171,112 shares of common stock were outstanding consisting of 25,847,466 shares of common stock ($.01 par value) and 6,323,646 shares of Class B common stock ($.01 par value).

TABLE OF CONTENTS

PAGE

PART I

FINANCIAL INFORMATION

Item 1

Financial Statements:

•

Consolidated Condensed Balance Sheets as of October 1, 2022 and December 31, 2021

3

•

Consolidated Condensed Statements of Operations for the Three and Nine Months Ended October 1, 2022 and October 2, 2021

4

•

Consolidated Condensed Statements of Comprehensive Loss for the Three and Nine Months Ended October 1, 2022 and October 2, 2021

5

•

Consolidated Condensed Statements of Cash Flows for the Nine Months Ended October 1, 2022 and October 2, 2021

6

•

Consolidated Condensed Statements of Shareholders' Equity for the Three and Nine Months Ended October 1, 2022 and October 2, 2021

7

•

Notes to Consolidated Condensed Financial Statements

9

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

22

Item 3

Quantitative and Qualitative Disclosures about Market Risk

29

Item 4

Controls and Procedures

29

PART II

OTHER INFORMATION

Item 1

Legal Proceedings

30

Item 1a

Risk Factors

30

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

30

Item 3

Defaults Upon Senior Securities

30

Item 4

Mine Safety Disclosures

30

Item 5

Other Information

30

Item 6

Exhibits

31

SIGNATURES

32

 

			October 1, 2022						December 31, 2021
Current Assets:
Cash and Cash Equivalents			$	2,568					$	29,757
Accounts Receivable, Net of Allowance for Estimated Credit Losses			133,835						107,439
Inventories			190,198						157,576
Prepaid Expenses and Other Current Assets			20,736						45,089
Total Current Assets			347,337						339,861
Property, Plant and Equipment, Net of Accumulated Depreciation			90,640						95,236
Operating Right-of-Use Assets			14,463						16,169
Other Assets			5,490						5,270
Intangible Assets, Net of Accumulated Amortization			82,814						94,320
Goodwill			58,143						58,282
Total Assets			$	598,887					$	609,138
Current Liabilities:
Accounts Payable			$	53,216					$	34,860
Current Operating Lease Liabilities			4,971						6,778
Accrued Expenses and Other Current Liabilities			46,253						49,619
Customer Advance Payments and Deferred Revenue			29,048						27,356
Total Current Liabilities			133,488						118,613
Long-term Debt			159,000						163,000
Long-term Operating Lease Liabilities			10,966						12,018
Other Liabilities			58,345						58,903
Total Liabilities			361,799						352,534
Shareholders’ Equity:
Common Stock			354						353
Accumulated Other Comprehensive Loss			(16,690)						(14,495)
Other Shareholders’ Equity			253,424						270,746
Total Shareholders’ Equity			237,088						256,604
Total Liabilities and Shareholders’ Equity			$	598,887					$	609,138

 

			Nine Months Ended												Three Months Ended
			October 1, 2022						October 2, 2021						October 1, 2022						October 2, 2021
Sales			$	376,741					$	328,856					$	131,438					$	111,841
Cost of Products Sold			326,711						281,957						117,050						94,610
Gross Profit			50,030						46,899						14,388						17,231
Selling, General and Administrative Expenses			76,907						66,829						28,702						21,729
Loss from Operations			(26,877)						(19,930)						(14,314)						(4,498)
Net Gain on Sale of Business			(11,284)						—						—						—
Other Expense, Net of Other Income			1,180						1,627						427						546
Interest Expense, Net of Interest Income			5,812						5,252						2,519						1,795
Loss Before Income Taxes			(22,585)						(26,809)						(17,260)						(6,839)
Provision for (Benefit from) Income Taxes			6,383						373						(2,403)						335
Net Loss			$	(28,968)					$	(27,182)					$	(14,857)					$	(7,174)
Loss Per Share:
Basic			$	(0.90)					$	(0.88)					$	(0.46)					$	(0.23)
Diluted			$	(0.90)					$	(0.88)					$	(0.46)					$	(0.23)

 

			Nine Months Ended												Three Months Ended
			October 1, 2022						October 2, 2021						October 1, 2022						October 2, 2021
Net Loss			$	(28,968)					$	(27,182)					$	(14,857)					$	(7,174)
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustments			(3,241)						(1,165)						(1,674)						(1,143)
Retirement Liability Adjustment – Net of Tax			1,046						1,302						348						434
Total Other Comprehensive (Loss) Income			(2,195)						137						(1,326)						(709)
Comprehensive Loss			$	(31,163)					$	(27,045)					$	(16,183)					$	(7,883)

Nine Months Ended October 1, 2022 With Comparative Figures for 2021

			Nine Months Ended
(Unaudited, In thousands)			October 1, 2022						October 2, 2021
Cash Flows from Operating Activities:
Net Loss			$	(28,968)					$	(27,182)
Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities:
Depreciation and Amortization			20,905						21,950
Provisions for Non-Cash Losses on Inventory and Receivables			1,033						2,750
Equity-based Compensation Expense			5,178						5,147
Non-Cash Accrued 401K Contribution			3,300						—
Deferred Tax Benefit			—						(145)
Non-Cash Severance Expense			—						182
Operating Lease Non-Cash Expense			4,568						3,783
Non-cash Litigation Provision			2,000						—
Net Gain on Sale of Business, Before Taxes			(11,284)						—
Contingent Consideration Liability Fair Value Adjustment			—						(2,200)
Other			2,997						3,010
Cash Flows from Changes in Operating Assets and Liabilities:
Accounts Receivable			(28,196)						(15,027)
Inventories			(35,444)						(3,255)
Accounts Payable			17,595						(1,883)
Accrued Expenses			638						1,733
Other Current Assets and Liabilities			(4,015)						(666)
Customer Advance Payments and Deferred Revenue			1,990						(2,215)
Income Taxes			14,583						217
Operating Lease Liabilities			(5,715)						(4,395)
Supplemental Retirement Plan and Other Liabilities			(306)						(304)
Cash Flows from Operating Activities			(39,141)						(18,500)
Cash Flows from Investing Activities:
Proceeds from Sale of Business and Assets			21,981						30
Capital Expenditures			(4,283)						(4,639)
Cash Flows from Investing Activities			17,698						(4,609)
Cash Flows from Financing Activities:
Proceeds from Long-term Debt			109,625						20,000
Principal Payments on Long-term Debt			(113,625)						(10,000)
Stock Award Activity			104						3,187
Finance Lease Principal Payments			(85)						(878)
Debt Acquisition Costs			(968)						—
Cash Flows from Financing Activities			(4,949)						12,309
Effect of Exchange Rates on Cash			(797)						(521)
Decrease in Cash and Cash Equivalents			(27,189)						(11,321)
Cash and Cash Equivalents at Beginning of Period			29,757						40,412
Cash and Cash Equivalents at End of Period			$	2,568					$	29,091
Supplemental Disclosure of Cash Flow Information
Non-Cash Investing Activities:
Capital Expenditures in Accounts Payable			$	1,392					$	—

See notes to consolidated condensed financial statements.

			Nine Months Ended												Three Months Ended
			October 1, 2022						October 2, 2021						October 1, 2022						October 2, 2021
Common Stock
Beginning of Period			$	289					$	278					$	290					$	283
Net Issuance of Common Stock for Restricted Stock Units (“RSU’s”)			1						6						—						6
Class B Stock Converted to Common Stock			1						5						1						—
End of Period			291						289						291						289
Convertible Class B Stock
Beginning of Period			64						69						64						64
Class B Stock Converted to Common Stock			(1)						(5)						(1)						—
End of Period			63						64						63						64
Additional Paid in Capital
Beginning of Period			92,037						82,187						95,861						85,829
Net Exercise of Stock Options and Equity-based Compensation Expense			5,579						8,328						1,457						4,686
Tax Withholding Related to Issuance of RSU’s			(298)						—						—						—
End of Period			97,318						90,515						97,318						90,515
Accumulated Comprehensive Loss
Beginning of Period			(14,495)						(16,450)						(15,364)						(15,604)
Foreign Currency Translation Adjustments			(3,241)						(1,165)						(1,674)						(1,143)
Retirement Liability Adjustment – Net of Taxes			1,046						1,302						348						434
End of Period			(16,690)						(16,313)						(16,690)						(16,313)
Retained Earnings
Beginning of Period			287,225						312,803						266,338						292,795
Net Loss			(28,968)						(27,182)						(14,857)						(7,174)
Reissuance of Treasury Shares for 401K Contribution			(9,158)						—						(2,382)						—
End of Period			249,099						285,621						249,099						285,621
Treasury Stock
Beginning of Period			(108,516)						(108,516)						(96,513)						(108,516)
Shares Issued to Fund 401K Obligation			15,523						—						3,520						—
End of Period			(92,993)						(108,516)						(92,993)						(108,516)
Total Shareholders’ Equity			$	237,088					$	251,660					$	237,088					$	251,660

			Nine Months Ended												Three Months Ended
(Shares)			October 1, 2022						October 2, 2021						October 1, 2022						October 2, 2021
Common Stock
Beginning of Period			28,911						27,825						29,047						28,315
Net Issuance from Exercise of Stock Options			20						554						—						534
Net Issuance of Common Stock for RSU’s			105						—						57						—
Class B Stock Converted to Common Stock			74						512						6						42
End of Period			29,110						28,891						29,110						28,891
Convertible Class B Stock
Beginning of Period			6,375						6,877						6,331						6,420
Net Issuance from Exercise of Stock Options			24						13						—						—
Class B Stock Converted to Common Stock			(74)						(512)						(6)						(42)
End of Period			6,325						6,378						6,325						6,378
Treasury Stock
Beginning of Period			3,808						3,808						3,387						3,808
Shares Issued to Fund 401K Obligation			(545)						—						(124)						—
End of Period			3,263						3,808						3,263						3,808

See notes to consolidated condensed financial statements.

1) Basis of Presentation

The accompanying unaudited statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included.

Operating Results

The results of operations for any interim period are not necessarily indicative of results for the full year. In addition, the COVID-19 pandemic and supply chain disruptions have increased the volatility we experience in our financial results in recent periods and this could continue in future interim and annual periods. Operating results for the nine months ended October 1, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

The balance sheet at December 31, 2021 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements.

For further information, refer to the financial statements and footnotes thereto included in Astronics Corporation’s 2021 annual report on Form 10-K.

Description of the Business

Astronics Corporation (“Astronics” or the “Company”) is a leading provider of advanced technologies to the global aerospace, defense and electronics industries. Our products and services include advanced, high-performance electrical power generation, distribution and motion systems, lighting and safety systems, avionics products, systems and certification, aircraft structures and automated test systems.

We have principal operations in the United States (“U.S.”), Canada, France and England, as well as engineering offices in the Ukraine and India.

On February 13, 2019, the Company completed a divestiture of its semiconductor test business within the Test Systems segment. The transaction included two elements of contingent earnouts. In December 2021, the Company agreed to a payment of $10.7 million for the calendar 2020 earnout, which was recorded in the fourth quarter of 2021 and was received by the Company in early January 2022. In March 2022, the Company agreed with the earnout calculation for the calendar 2021 earnout in the amount of $11.3 million. The Company recorded the gain and received the payment in the first quarter of 2022.

Impact of the COVID-19 Pandemic

On March 11, 2020, the World Health Organization classified the COVID-19 outbreak as a pandemic. The spread of the COVID-19 pandemic disrupted businesses on a global scale, led to significant volatility in financial markets and affected the aviation and industrial industries. Substantially all of our operations and production activities have, to-date, remained operational. However, the impacts of the pandemic have placed labor and supply chain pressures on our business and we have been impacted by customer demand variability. Although we saw stable and growing backlog during the first three quarters of 2022 in our aerospace business, COVID-19 related disruptions are ongoing and continue to adversely challenge our commercial transport market. While we remain bullish about the aerospace business, we believe the recovery to pre-pandemic activity, particularly in the widebody market, will take longer than originally anticipated at the outset of the pandemic. As economic activity continues to recover, we will continue to monitor the situation, assessing further possible implications on our operations, supply chain, liquidity, cash flow and customer orders.

The Company qualified for government subsidies from the Canadian and French governments as a result of the COVID-19 pandemic’s impact on our foreign operations. The Canadian and French subsidies are income-based grants intended to reimburse the Company for certain employee wages. The grants are recognized as income over the periods in which the Company recognizes as expenses the costs the grants are intended to defray. The amount recognized during the three and nine months ended October 1, 2022 was immaterial.

In September 2021 the Company was awarded a grant of up to $14.7 million from the U.S. Department of Transportation (“USDOT”) under the Aviation Manufacturing Jobs Protection Program (“AMJP”). The Company received $7.4 million under the grant in 2021, $5.2 million in the first quarter of 2022 and $2.1 million in the third quarter of 2022. The grant benefit was recognized ratably over the six-month performance period as a reduction to cost of products sold in proportion to the compensation expense that the award is intended to defray. During the nine months ended October 1, 2022, the Company recognized $6.0 million of the award.

The following table presents the COVID-19 related government assistance, including AMJP, recorded during the three and nine months ended October 1, 2022 and October 2, 2021:

			Nine Months Ended												Three Months Ended
(In thousands)			October 1, 2022						October 2, 2021						October 1, 2022						October 2, 2021
Reduction in Cost of Products Sold			$	6,008					$	3,185					$	—					$	1,706
Reduction in Selling, General and Administrative Expenses			—						190						—						43
Total			$	6,008					$	3,375					$	—					$	1,749

Trade Accounts Receivable and Contract Assets

The allowance for estimated credit losses is based on the Company’s assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as the age of the receivable balances, historical experience, credit quality, current economic conditions, and reasonable and supportable forecasts of future economic conditions that may affect a customer’s ability to pay. The allowance for estimated credit losses balance was $3.4 million and $3.2 million at October 1, 2022 and December 31, 2021, respectively. The Company’s bad debt expense was $0.3 million and $0.4 million during the three and nine months ended October 1, 2022 and insignificant during the three and nine months ended October 2, 2021. Total write-offs charged against the allowance were insignificant in both the three and nine months ended October 1, 2022 and October 2, 2021. Total recoveries were insignificant in both the three and nine months ended October 1, 2022 and October 2, 2021.

The Company's exposure to credit losses may increase if its customers are adversely affected by global economic recessions, disruption associated with the current COVID-19 pandemic, industry conditions, or other customer-specific factors. Although the Company has historically not experienced significant credit losses, it is possible that there could be a material adverse impact from potential adjustments of the carrying amount of trade receivables and contract assets as airlines and other aerospace companies’ cash flows are impacted by the COVID-19 pandemic.

Research and Development Expenses

Research and development costs are expensed as incurred and include salaries, benefits, consulting, material costs and depreciation. Research and development expenses amounted to $12.0 million and $11.3 million for the three months ended and $36.8 million and $31.9 million for the nine months ended October 1, 2022 and October 2, 2021, respectively. These costs are included in cost of products sold.

Goodwill Impairment

The Company tests goodwill at the reporting unit level on an annual basis or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

As of October 1, 2022, the Company concluded that no indicators of impairment relating to intangible assets or goodwill existed and an interim test was not performed in the three or nine months then ended.

Valuation of Long-Lived Assets

Long-lived assets are evaluated for recoverability whenever adverse effects or changes in circumstances indicate that the carrying value may not be recoverable. The recoverability test consists of comparing the undiscounted projected cash flows with the carrying amount. Should the carrying amount exceed undiscounted projected cash flows, an impairment loss would be recognized to the extent the carrying amount exceeds fair value. As of October 1, 2022 and for the three and nine month periods then ended, the Company concluded that no indicators of impairment relating to long-lived assets existed.

Foreign Currency Translation

The aggregate foreign currency transaction gain or loss included in operations was insignificant for the three and nine months ended October 1, 2022 and October 2, 2021.

Newly Adopted Accounting Pronouncement

Recent Accounting Pronouncement Adopted

Standard			Description			Financial Statement Effect or Other Significant Matters
ASU No. 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers			This amendment requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Topic 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the adoption date.			This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The impact of adoption on the Company's consolidated financial statements will be prospective only and depend on the magnitude of future business acquisitions. Date of adoption: Q1 2022

We consider the applicability and impact of all ASUs. ASUs not listed above were assessed and determined to be either not applicable, or had or are expected to have minimal impact on our financial statements and related disclosures.

2) Revenue

On October 1, 2022, we had $547.1 million of remaining performance obligations, which we refer to as total backlog. We expect to recognize approximately $426.5 million of our remaining performance obligations as revenue over the next twelve months and the balance thereafter.

We recognized $7.3 million and $6.5 million during the three months ended and $13.3 million and $15.1 million during the nine months ended October 1, 2022 and October 2, 2021, respectively, in revenues that were included in the contract liability balance at the beginning of the period.

The Company's contract assets and contract liabilities consist primarily of costs and profits in excess of billings and billings in excess of cost and profits, respectively. The following table presents the beginning and ending balances of contract assets and contract liabilities during the nine months ended October 1, 2022:

(In thousands)						Contract Assets						Contract Liabilities
Beginning Balance, January 1, 2022						$	25,941					$	28,495
Ending Balance, October 1, 2022						$	31,263					$	29,838

The Company recognizes an asset for certain, material costs to fulfill a contract if it is determined that the costs relate directly to a contract or an anticipated contract that can be specifically identified, generate or enhance resources that will be used in satisfying performance obligations in the future, and are expected to be recovered. Such costs are amortized on a systematic basis that is consistent with the transfer to the customer of the goods to which the asset relates. Start-up costs are expensed as incurred. Capitalized fulfillment costs are included in Inventories in the accompanying Consolidated Balance Sheets. Should future orders not materialize or it is determined the costs are no longer probable of recovery, the capitalized costs are written off. As of October 1, 2022, the Company has capitalized $1.6 million of costs. As of December 31, 2021, the Company did not have material capitalized fulfillment costs.

The following table presents our revenue disaggregated by Market Segments as follows:

						Nine Months Ended												Three Months Ended
(In thousands)						October 1, 2022						October 2, 2021						October 1, 2022						October 2, 2021
Aerospace Segment
Commercial Transport						$	211,721					$	143,550					$	78,389					$	57,549
Military						41,336						54,847						12,463						17,064
General Aviation						48,748						41,131						14,751						12,109
Other						21,056						26,874						6,574						9,044
Aerospace Total						322,861						266,402						112,177						95,766
Test Systems Segment
Aerospace & Defense						53,880						62,454						19,261						16,075
Test Systems Total						53,880						62,454						19,261						16,075
Total						$	376,741					$	328,856					$	131,438					$	111,841

The following table presents our revenue disaggregated by Product Lines as follows:

						Nine Months Ended												Three Months Ended
(In thousands)						October 1, 2022						October 2, 2021						October 1, 2022						October 2, 2021
Aerospace Segment
Electrical Power & Motion						$	132,757					$	102,742					$	46,155					$	38,650
Lighting & Safety						90,339						76,929						29,740						25,461
Avionics						67,453						47,355						24,172						14,491
Systems Certification						6,656						7,937						3,985						6,099
Structures						4,600						4,565						1,551						2,021
Other						21,056						26,874						6,574						9,044
Aerospace Total						322,861						266,402						112,177						95,766
Test Systems						53,880						62,454						19,261						16,075
Total						$	376,741					$	328,856					$	131,438					$	111,841

3) Inventories

Inventories consisted of the following:

(In thousands)			October 1, 2022						December 31, 2021
Finished Goods			$	32,484					$	28,579
Work in Progress			33,867						22,954
Raw Material			123,847						106,043
			$	190,198					$	157,576

The Company has evaluated the carrying value of existing inventories and believe they are properly reflected at their lower of carrying value or net realizable value. Future changes in demand or other market developments could result in future inventory charges. The Company is actively managing inventories and aligning them to meet known current and future demand.

4) Property, Plant and Equipment

Property, Plant and Equipment consisted of the following:

(In thousands)			October 1, 2022						December 31, 2021
Land			$	8,501					$	8,632
Buildings and Improvements			69,986						70,566
Machinery and Equipment			122,337						121,960
Construction in Progress			8,384						5,680
			209,208						206,838
Less Accumulated Depreciation			118,568						111,602
			$	90,640					$	95,236

5) Intangible Assets

The following table summarizes acquired intangible assets as follows:

									October 1, 2022												December 31, 2021
(In thousands)			Weighted Average Life						Gross Carrying Amount						Accumulated Amortization						Gross Carrying Amount						Accumulated Amortization
Patents			11 years						$	2,146					$	2,044					$	2,146					$	1,979
Non-compete Agreement			4 years						11,082						10,972						11,082						10,592
Trade Names			10 years						11,339						9,151						11,447						8,518
Completed and Unpatented Technology			9 years						47,747						33,784						47,932						30,441
Customer Relationships			15 years						141,939						75,488						142,276						69,033
Total Intangible Assets			12 years						$	214,253					$	131,439					$	214,883					$	120,563

All acquired intangible assets other than goodwill and one trade name are being amortized. Amortization expense for acquired intangibles is summarized as follows:

						Nine Months Ended												Three Months Ended
(In thousands)						October 1, 2022						October 2, 2021						October 1, 2022						October 2, 2021
Amortization Expense						$	11,254					$	11,565					$	3,728					$	3,853

Amortization expense for acquired intangible assets expected for 2022 and for each of the next five years is summarized as follows:

(In thousands)
2022			$	14,922
2023			$	13,878
2024			$	12,856
2025			$	10,935
2026			$	9,533
2027			$	7,825

6) Goodwill

The following table summarizes the changes in the carrying amount of goodwill for the nine months ended October 1, 2022:

(In thousands)			December 31, 2021																		Foreign Currency Translation						October 1, 2022
Aerospace			$	36,648																	$	(140)					$	36,508
Test Systems			21,634																		1						21,635
			$	58,282																	$	(139)					$	58,143

The Company tests goodwill at the reporting unit level on an annual basis or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

As of October 1, 2022 and October 2, 2021, the Company concluded that no indicators of impairment relating to intangible assets or goodwill existed and an interim test was not performed in the three or nine months then ended.

7) Long-term Debt and Notes Payable

The Company's long-term debt consists of borrowings under its Fifth Amended and Restated Credit Agreement (the “Agreement”). On March 1, 2022, the Company executed an amendment to the Agreement, which reduced the revolving credit line from $375 million to $225 million and extended the maturity date of the loans under the facility from February 16, 2023 to May 30, 2023. The definition of Adjusted EBITDA was modified to exclude income from earnout payments and asset sales. On August 9, 2022, the Company executed a further amendment to the Agreement, which reduced the revolving credit line from $225 million to $190 million until September 12, 2022 with further reductions to $180 million effective September 12, 2022 and $170 million effective October 11, 2022. The amendment extended the maturity date of the loans under the facility from May 30, 2023 to August 31, 2023. On October 21, 2022, the Company executed an additional amendment to the Agreement, under which the lenders waived enforcement of their rights against the Company arising from the Company’s failure to comply with the maximum net leverage ratio and minimum liquidity covenants, each as of September 30, 2022. The amendment increased the revolving credit line to $180 million as of October 21, 2022, with a reduction to $170 million effective November 21, 2022. Under the provisions of this amendment, the inclusion of any “going concern” language in the Company’s financial statements would constitute an event of default.

A further amendment to the Agreement was executed on November 14, 2022 (the “Amended Facility”), which extended the maturity date of the loans under the facility from August 31, 2023 to November 30, 2023. Under the Amended Facility, the revolving credit line is set at $180 million, with a reduction to $170 million effective December 21, 2022. The amendment requires the Company to maintain minimum liquidity, defined as unrestricted cash plus the unused revolving credit commitments, of $10 million as of November 30, 2022 and December 31, 2022, and $15 million at the end of any month thereafter. The Amended Facility requires the Company to comply with a minimum Adjusted EBITDA covenant on a trailing twelve month basis, set at $15 million as of December 31, 2022 and March 31, 2023, and $25 million in each quarter thereafter. The amendment eliminated the net leverage ratio covenant for the remaining term of the agreement.

At October 1, 2022, there was $159.0 million outstanding on the revolving credit facility and there remained $19.9 million available subject to the minimum liquidity covenant discussed above, net of outstanding letters of credit. The credit facility allocates up to $20 million of the $180 million revolving credit line for the issuance of letters of credit, including certain existing letters of credit. At October 1, 2022, outstanding letters of credit totaled $1.1 million. Interest is payable on the unpaid principal amount of the facility at a rate equal to the Secured Overnight Financing Rate (“SOFR”, which shall be at least 1.00%), plus 5.50%. Effective January 17, 2023, interest is payable on the unpaid principal amount of the facility at a rate equal to SOFR (which shall be at least 1.00%), plus 8.50%. The Company also pays a commitment fee to the lenders in an amount equal to 0.40% on the undrawn portion of the Amended Facility. Each amendment executed in 2022 required payment of a consent fee of 5 to 10 basis points of the commitment for each consenting lender.

The Amended Facility restricts dividend payments and share repurchases through the maturity date of the Amended Facility. The Company’s obligations under the Amended Facility are jointly and severally guaranteed by each domestic subsidiary of the Company other than non-material subsidiaries.

The obligations are secured by a first priority lien on substantially all of the Company’s and the guarantors’ assets. In the event of voluntary or involuntary bankruptcy of the Company or any subsidiary, all unpaid principal and other amounts owing under the Amended Facility automatically become due and payable. Other events of default, such as failure to make payments as they become due and breach of financial and other covenants, change of control, judgments over a certain amount, and cross default under other agreements give the agent the option to declare all such amounts immediately due and payable.

We are currently in the process of evaluating terms and conditions for a new long-term financing arrangement, which includes an asset-based lending agreement and separate term loan agreement, and expect to complete the process in the coming weeks. The extent to which we will be able to effect such refinancing, replacement or maturity extension on terms that are favorable to us or at all is dependent on a number of uncertain factors, including then-prevailing credit and other market conditions, economic conditions, particularly in the aerospace and defense markets, disruptions or volatility caused by factors such as COVID-19, regional conflicts, inflation, and supply chain disruptions. In addition, rising interest rates could limit our ability to refinance our existing credit facility when it matures or cause us to pay higher interest rates upon refinancing. As the Company’s long-term debt approaches maturity, if the Company is unable to refinance, replace or extend the maturity on its credit facility, the Company’s liquidity, results of operations, and financial condition could be materially adversely impacted. If

we are unable to obtain a new long-term financing facility before we file our 2022 Form 10-K to replace our existing debt facility, borrowings outstanding under our existing credit facility will come due within 12 months of that filing date and could result in substantial doubt about our ability to continue as a going concern in the event that we are not reasonably assured to have sufficient cash balances to repay the remaining obligations at maturity.

The Company expects its sales growth and improvement in inventory management will provide sufficient cash flows to fund operations. However, the Company may also evaluate various actions and alternatives to enhance its cash generation from operating activities, which could include manufacturing efficiency initiatives, working with vendors and suppliers to reduce lead times and expedite shipment of critical components, and working with customers to expedite receivable collections.

8) Product Warranties

In the ordinary course of business, the Company warrants its products against defects in design, materials and workmanship typically over periods ranging from twelve to sixty months. The Company determines warranty reserves needed by product line based on experience and current facts and circumstances.

Activity in the warranty accrual is summarized as follows:

						Nine Months Ended												Three Months Ended
(In thousands)						October 1, 2022						October 2, 2021						October 1, 2022						October 2, 2021
Balance at Beginning of Period						$	8,183					$	7,018					$	7,759					$	6,835
Warranties Issued						2,541						3,506						858						1,485
Warranties Settled						(2,769)						(2,427)						(859)						(764)
Reassessed Warranty Exposure						(221)						(808)						(24)						(267)
Balance at End of Period						$	7,734					$	7,289					$	7,734					$	7,289

9) Income Taxes

The effective tax rates were approximately 13.9% and (4.9)% for the three months ended and (28.3)% and (1.4)% for the nine months ended October 1, 2022 and October 2, 2021, respectively. Beginning with the 2022 tax year, certain research and development costs are required to be capitalized and amortized over sixty months for income tax purposes. The tax rate in the 2022 period was impacted by a valuation allowance applied against the deferred tax asset associated with the research and development costs that are expected to be capitalized and was partially offset by the removal of valuation allowances related to net operating losses, tax credit carryovers, and certain timing differences that are expected to reverse during 2022. In addition, the tax rate in the 2022 period was also impacted by state income taxes and the federal research and development credit expected for 2022.

The Company records a valuation allowance against the deferred tax assets if and to the extent it is more likely than not that the Company will not recover the deferred tax assets. In evaluating the need for a valuation allowance, the Company weighs all relevant positive and negative evidence, and considers among other factors, historical financial performance, projected future taxable income, scheduled reversals of deferred tax liabilities, the overall business environment, and tax planning strategies. Losses in recent periods and cumulative pre-tax losses in the three year period ending with the current year, combined with the significant uncertainty brought about by the COVID-19 pandemic, is collectively considered significant negative evidence under ASC 740 when assessing whether an entity can use projected income as a basis for concluding that deferred tax assets are realizable on a more-likely than not basis. For purposes of assessing the recoverability of deferred tax assets, the Company determined that it could not include future projected earnings in the analysis due to recent history of losses and therefore had insufficient objective positive evidence that the Company will generate sufficient future taxable income to overcome the negative evidence of cumulative losses. Accordingly, during the years ended December 31, 2021 and 2020, the Company determined that a portion of its deferred tax assets are not expected to be realizable in the future and the Company continues to maintain the valuation allowance against its deferred tax assets as of October 1, 2022.

10) Earnings Per Share

Basic and diluted weighted-average shares outstanding are as follows:

						Nine Months Ended												Three Months Ended
(In thousands)						October 1, 2022						October 2, 2021						October 1, 2022						October 2, 2021
Weighted Average Shares - Basic						32,085						30,927						32,241						30,954
Net Effect of Dilutive Stock Options						—						—						—						—
Weighted Average Shares - Diluted						32,085						30,927						32,241						30,954

Stock options with exercise prices greater than the average market price of the underlying common shares are excluded from the computation of diluted earnings per share because they are out-of-the-money and the effect of their inclusion would be anti-dilutive. The number of common shares covered by out-of-the-money stock options was approximately 1,106,000 shares as of October 1, 2022 and 647,000 shares as of October 2, 2021. Further, due to our net loss in the three and nine month periods ended October 1, 2022 and October 2, 2021, the assumed exercise of stock compensation had an antidilutive effect and therefore was excluded from the computation of diluted loss per share.

Currently, the Company expects to fund the 401K contribution for the quarter ended October 1, 2022 with treasury stock in lieu of cash. The earnings per share calculation for the quarter ended October 1, 2022 is inclusive of the approximately 0.1 million in shares outstanding for the equivalent shares needed to fulfill the obligation using the closing share price as of October 1, 2022. Actual shares issued may differ based on the sale price on the settlement date.

11) Shareholders' Equity

Share Buyback and Reissuance

The Company’s Board of Directors from time to time authorizes the repurchase of common stock, which allows the Company to purchase shares of its common stock in accordance with applicable securities laws on the open market or through privately negotiated transactions. Common shares repurchased by the Company are recorded at cost as treasury shares and result in a reduction of equity. Under its current credit agreement, and as described further in Note 7, the Company is currently restricted from further stock repurchases.

When treasury shares are reissued, the Company determines the cost using an average cost method. The difference between the average cost of the treasury shares and reissuance price is included in Additional paid-in capital or Retained earnings. During the nine months ended October 1, 2022, the Company reissued 545,000 treasury shares and recorded the difference between the average cost and the reissuance price, $9.2 million, as a reduction to Retained earnings.

Comprehensive Loss and Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are as follows:

(In thousands)			October 1, 2022						December 31, 2021
Foreign Currency Translation Adjustments			$	(8,648)					$	(5,407)
Retirement Liability Adjustment – Before Tax			(10,324)						(11,370)
Tax Benefit of Retirement Liability Adjustment			2,282						2,282
Retirement Liability Adjustment – After Tax			(8,042)						(9,088)
Accumulated Other Comprehensive Loss			$	(16,690)					$	(14,495)

The components of other comprehensive (loss) income are as follows:

			Nine Months Ended												Three Months Ended
(In thousands)			October 1, 2022						October 2, 2021						October 1, 2022						October 2, 2021
Foreign Currency Translation Adjustments			$	(3,241)					$	(1,165)					$	(1,674)					$	(1,143)
Retirement Liability Adjustments:
Reclassifications to General and Administrative Expense:
Amortization of Prior Service Cost			302						302						101						101
Amortization of Net Actuarial Losses			744						1,000						247						333
Retirement Liability Adjustment			1,046						1,302						348						434
Other Comprehensive (Loss) Income			$	(2,195)					$	137					$	(1,326)					$	(709)

12) Supplemental Retirement Plan and Related Post Retirement Benefits

The Company has two non-qualified supplemental retirement defined benefit plans (“SERP” and “SERP II”) for certain current and retired executive officers. The following table sets forth information regarding the net periodic pension cost for the plans.

			Nine Months Ended												Three Months Ended
(In thousands)			October 1, 2022						October 2, 2021						October 1, 2022						October 2, 2021
Service Cost			$	103					$	146					$	34					$	49
Interest Cost			626						573						209						192
Amortization of Prior Service Cost			290						290						97						97
Amortization of Net Actuarial Losses			712						970						238						324
Net Periodic Cost			$	1,731					$	1,979					$	578					$	662

Participants in the SERP are entitled to paid medical, dental and long-term care insurance benefits upon retirement under the plan. The Company also has a defined benefit plan related to its subsidiary in France. The net periodic cost for both plans for the three and nine months ended October 1, 2022 and October 2, 2021 is immaterial.

The service cost component of net periodic benefit costs above is recorded in Selling, General and Administrative Expenses within the Consolidated Condensed Statements of Operations, while the remaining components are recorded in Other Expense, Net of Other Income.

13) Sales to Major Customers

The loss of major customers or a significant reduction in business with a major customer would significantly, negatively impact our sales and earnings. In the three and nine months ended October 1, 2022 and October 2, 2021, the Company had no customers in excess of 10% of consolidated sales.

14) Legal Proceedings

Lufthansa

One of the Company’s subsidiaries is involved in numerous patent infringement actions brought by Lufthansa Technik AG (“Lufthansa”) in Germany, UK and France. The Company is vigorously defending all such litigation and proceedings. Additional information about these legal proceedings can be found in Note 19 “Legal Proceedings” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. As previously disclosed, under English law, Lufthansa has the option of pursuing a claim in the UK matter in relation to the defendants’ profits from their infringing activities or pursuing a claim in relation to Lufthansa’s own lost profits. In September 2022, Lufthansa elected to claim damages based on defendants’ profits. The reserve for the German indirect claim and UK damages and interest was approximately $24.6 million at December 31, 2021 and $24.1 million at October 1, 2022, which included an additional $0.1 million and $0.5 million in interest accrued during the three and nine months ended October 1, 2022. The Company currently believes it is unlikely that the appeals process will be completed or the damages and related interest will be paid within the next twelve months. Therefore, the liability related to these matters is classified within Other Liabilities (non-current) in the Consolidated Condensed Balance Sheets at October 1, 2022 and December 31, 2021. There were no other significant developments in any of these matters during the three and nine months ended October 1, 2022.

At December 31, 2021, we had recorded a liability of $1.0 million for reimbursement of Lufthansa’s legal expenses associated with the UK matter. During the nine months ended October 1, 2022, $0.3 million was paid. The remaining liability of $0.7 million is expected to be paid within the next twelve months and, as such, is classified in Accrued Expenses and Other Current Liabilities in the accompanying Consolidated Condensed Balance Sheet as of October 1, 2022.

Other

On March 23, 2020, Teradyne, Inc. filed a complaint against the Company and its subsidiary, Astronics Test Systems (“ATS”) (together, “the Defendants”) in the United States District Court for the Central District of California alleging patent and copyright infringement, and certain other related claims. The Defendants moved to dismiss certain claims from the case. On November 6, 2020, the Court dismissed the Company from the case, and also dismissed a number of claims, though the patent and copyright infringement claims remain. The case proceeded to discovery. In addition, on December 21, 2020, ATS filed a petition for inter partes review (“IPR”) with the US Patent Trial and Appeal Board (“PTAB”), seeking to invalidate the subject patent, and on July 21, 2021, the PTAB instituted IPR. ATS requested and, on August 26, 2021, the District Court granted, a stay of litigation during the IPR proceeding. Oral arguments on the IPR were held on April 21, 2022. The PTAB issued its decision on July 20, 2022, in which it invalidated all of Teradyne’s patent claims. The stay of litigation was lifted with respect to the remaining claims in August 2022 and discovery has resumed. No amounts have been accrued for this matter in the October 1, 2022 or December 31, 2021 financial statements, as loss exposure was neither probable nor estimable at such times.

In 2019, a former customer filed a lawsuit alleging damages associated with defective product. Mediation of the matter was held in November 2022. The Company agreed to make a payment of $2.0 million to settle the matter, and such amount has been reflected in the Selling, General and Administrative line in the three and nine month periods ended October 1, 2022. The Company expects to be indemnified by other parties for approximately $1.5 million and will record the gain as an offset to Selling, General and Administrative expense when received, likely in the fourth quarter of 2022.

Other than these proceedings, we are not party to any significant pending legal proceedings that management believes will result in a material adverse effect on our financial condition or results of operations.

15) Segment Information

Below are the sales and operating loss by segment for the three and nine months ended October 1, 2022 and October 2, 2021 and a reconciliation of segment operating loss to loss before income taxes. Operating loss is net sales less cost of products sold and other operating expenses excluding interest and corporate expenses. Cost of products sold and other operating expenses are directly identifiable to the respective segment.

			Nine Months Ended												Three Months Ended
(In thousands)			October 1, 2022						October 2, 2021						October 1, 2022						October 2, 2021
Sales:
Aerospace			$	322,871					$	266,425					$	112,177					$	95,775
Less Inter-segment Sales			(10)						(23)						—						(9)
Total Aerospace Sales			322,861						266,402						112,177						95,766
Test Systems			53,899						62,811						19,261						16,128
Less Inter-segment Sales			(19)						(357)						—						(53)
Total Test Systems Sales			53,880						62,454						19,261						16,075
Total Consolidated Sales			$	376,741					$	328,856					$	131,438					$	111,841
Segment Measure of Operating Loss and Margins
Aerospace			$	(7,085)					$	(6,352)					$	(6,859)					$	1,917
			(2.2)		%				(2.4)		%				(6.1)		%				2.0		%
Test Systems			(4,125)						(1,958)						(2,312)						(2,201)
			(7.7)		%				(3.1)		%				(12.0)		%				(13.7)		%
Total Segment Measure of Operating Loss			(11,210)						(8,310)						(9,171)						(284)
			(3.0)		%				(2.5)		%				(7.0)		%				(0.3)		%
Deductions from Segment Measure of Operating Loss
Net Gain on Sale of Business			(11,284)						—						—						—
Interest Expense, Net of Interest Income			5,812						5,252						2,519						1,795
Corporate Expenses and Other			16,847						13,247						5,570						4,760
Loss Before Income Taxes			$	(22,585)					$	(26,809)					$	(17,260)					$	(6,839)

During the three and nine months ended October 1, 2022, the Company settled a customer accommodation dispute for $2.1 million and a litigation for $2.0 million, both recorded within Selling, General and Administrative expense and impacting Aerospace segment profitability.

Total Assets:

(In thousands)						October 1, 2022						December 31, 2021
Aerospace						$	478,385					$	458,334
Test Systems						108,473						105,335
Corporate						12,029						45,469
Total Assets						$	598,887					$	609,138

16) Fair Value

A fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. Fair value is based upon an exit price model. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and involves consideration of factors specific to the asset or liability.

The Company follows a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value.

On a Recurring Basis:

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

On October 4, 2019, the Company acquired the stock of the primary operating subsidiaries as well as certain other assets from mass transit and defense market test solution provider, Diagnosys Test Systems Limited for $7.0 million in cash, plus an earn-out estimated at a fair value of $2.5 million at the time of acquisition. The terms of the Diagnosys acquisition allow for a potential earn-out of up to an additional $13.0 million over the three years post-acquisition based on achievement of new order levels of over $72.0 million during that period. The fair value assigned to the earnout was determined using the real options method, which requires Level 3 inputs such as new order forecasts, discount rate, volatility factors, and other market variables to assess the probability of Diagnosys achieving certain order levels over the period. Based on actual and forecasted new orders, the fair value was zero as of October 1, 2022 and December 31, 2021. The fair value was reduced to zero during the second quarter of 2021, with the contingent consideration liability fair value adjustment of $2.2 million recorded within the Selling, General and Administrative line in the Consolidated Condensed Statement of Operations in the nine months ended October 2, 2021.

There were no other financial assets or liabilities carried at fair value measured on a recurring basis at October 1, 2022 or December 31, 2021.

On a Non-recurring Basis:

There were no non-recurring fair value measurements performed in the nine months ended October 1, 2022 and October 2, 2021.

Due to their short-term nature, the carrying value of cash and equivalents, accounts receivable, accounts payable, and notes payable approximate fair value. The carrying value of the Company’s variable rate long-term debt instruments also approximates fair value due to the variable rate feature of these instruments.

17) Restructuring Charges

The COVID-19 pandemic has significantly impacted the global economy, and particularly the aerospace industry, resulting in reduced expectations of the Company’s anticipated future operating results. As a result, the Company executed restructuring activities in the form of workforce reduction, primarily in the second quarter of 2020, to align capacity with expected demand. Additional restructuring activities occurred during 2021 to align the workforce to expected activities and to consolidate certain facilities.

Restructuring-related severance charges and other charges were insignificant in the three and nine months ended October 1, 2022. There were $0.5 million and $0.7 million in restructuring-related non-severance charges recorded in the three and nine months ended October 2, 2021.

The following table reconciles the beginning and ending liability for restructuring charges:

(In thousands)						2022
Balance as of January 1						$	2,400
Restructuring Charges						199
Cash Paid						(2,554)
Balance as of October 1						$	45

The liability is recorded within Accrued Expenses and Other Current Liabilities and is comprised of employee termination benefits expected to be paid within the next 12 months. The cash paid in the nine months ended October 1, 2022 primarily consists of severance payments of $0.4 million and payments under non-cancelable purchase commitments for inventory which was not expected to be purchased prior to the expiration date of such agreements as a result of the restructuring plan of $2.1 million.

18) Subsequent Events

On October 21, 2022 and November 14, 2022, the Company executed amendments to its Fifth Amended and Restated Credit Agreement. For more information, see Note 7, Debt.

Item 2.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Astronics Corporation (“Astronics” or the “Company”) is a leading supplier of advanced technologies and products to the global aerospace and defense industries. Our products and services include advanced, high-performance electrical power generation and distribution systems, seat motion solutions, lighting and safety systems, avionics products, aircraft structures, systems certification, and automated test systems.

Our Aerospace segment designs and manufactures products for the global aerospace industry. Product lines include lighting and safety systems, electrical power generation, distribution and seat motions systems, aircraft structures, avionics products, systems certification, and other products. Our primary Aerospace customers are the airframe manufacturers (“OEM”) that build aircraft for the commercial, military and general aviation markets, suppliers to those OEM’s, aircraft operators such as airlines, suppliers to the aircraft operators, and branches of the U.S. Department of Defense (“USDOD”). Our Test Systems segment designs, develops, manufactures and maintains automated test systems that support the aerospace and defense, communications and mass transit industries as well as training and simulation devices for both commercial and military applications. In the Test Systems segment, Astronics’ products are sold to a global customer base including OEM's and prime government contractors for both electronics and military products.

Our strategy is to increase our value by developing technologies and capabilities, either internally or through acquisition, and using those capabilities to provide innovative solutions to our targeted markets where our technology can be beneficial.

Important factors affecting our growth and profitability are the ongoing impacts of the COVID-19 pandemic and the timing and extent of recovery (as discussed more fully below), supply chain pressures, the rate at which new aircraft are produced, government funding of military programs, our ability to have our products designed into new aircraft and the rates at which aircraft owners, including commercial airlines, refurbish or install upgrades to their aircraft. New aircraft build rates and aircraft owners spending on upgrades and refurbishments is cyclical and dependent on the strength of the global economy. Once designed into a new aircraft, the spare parts business is frequently retained by the Company. Future growth and profitability of the Test Systems business is dependent on developing and procuring new and follow-on business. The nature of our Test Systems business is such that it pursues large, often multi-year, projects. There can be significant periods of time between orders in this business which may result in large fluctuations of sales and profit levels and backlog from period to period. Test Systems segment customers include the USDOD, prime contractors to the USDOD, mass transit operators and prime contractors to mass transit operators.

In September 2021 the Company also entered into an agreement with the U.S. Department of Transportation (“USDOT”) under the Aviation Manufacturing Jobs Protection Program (“AMJP”) for a grant of up to $14.7 million. The Company received $7.4 million under the grant in 2021, $5.2 million in the first quarter of 2022 and $2.1 million in the third quarter of 2022. The grant benefit was recognized over the six-month performance period as a reduction to cost of products sold in proportion to the compensation expense that the award is intended to defray. The Company recognized the remaining $6.0 million of the award during the nine months ended October 1, 2022.

On February 13, 2019, the Company completed a divestiture of its semiconductor test business within the Test Systems segment. The total proceeds of the divestiture included two elements of contingent purchase consideration (“earnout”). In the fourth quarter of 2021, the Company agreed to an earnout payment of $10.7 million for the calendar 2020 earnout, which was recorded in 2021 as a separate line item below operating loss and was received by the Company in early January 2022. In March 2022, the Company agreed with the earnout calculation for the calendar 2021 earnout in the amount of $11.3 million. The Company recorded the gain and received the payment in the first quarter of 2022.

CONSOLIDATED RESULTS OF OPERATIONS AND OUTLOOK

			Nine Months Ended												Three Months Ended
($ in thousands)			October 1, 2022						October 2, 2021						October 1, 2022						October 2, 2021
Sales			$	376,741					$	328,856					$	131,438					$	111,841
Gross Profit (sales less cost of products sold)			$	50,030					$	46,899					$	14,388					$	17,231
Gross Margin			13.3		%				14.3		%				10.9		%				15.4		%
Selling, General and Administrative Expenses			$	76,907					$	66,829					$	28,702					$	21,729
SG&A Expenses as a Percentage of Sales			20.4		%				20.3		%				21.8		%				19.4		%
Net Gain on Sale of Business			$	(11,284)					$	—					$	—					$	—
Interest Expense, Net of Interest Income			$	5,812					$	5,252					$	2,519					$	1,795
Effective Tax Rate			(28.3)		%				(1.4)		%				13.9		%				(4.9)		%
Net Loss			$	(28,968)					$	(27,182)					$	(14,857)					$	(7,174)

A discussion by segment can be found at “Segment Results of Operations and Outlook” in this MD&A.

CONSOLIDATED THIRD QUARTER RESULTS

Consolidated sales were up $19.6 million from the third quarter of 2021. Aerospace sales were up $16.4 million, or 17.1%, and Test Systems sales increased $3.2 million.

Consolidated cost of products sold in the third quarter of 2022 was $117.1 million, compared with $94.6 million in the prior-year period. The increase was primarily due to higher volume combined with material and labor inflation, addressing supply chain constraints to meet customer requirements and the lag in price increases implemented where possible to offset higher costs and product mix. The prior-year period benefited by a $1.1 million offset to cost of products sold from the AMJP Program grant.

Selling, general and administrative (“SG&A”) expenses were $28.7 million in the third quarter of 2022 compared with $21.7 million in the prior-year period primarily due to increased wages and benefits. Third quarter 2022 reflects $4.6 million related to the settlement of a litigation claim, a customer accommodation dispute, and a lease termination settlement. The Company expects to be indemnified by other parties with respect to the litigation matter for approximately $1.5 million and will record the gain as an offset to SG&A when received, likely in the fourth quarter of 2022.

Tax benefit in the quarter was $2.4 million primarily due to changes in the year-to-date and forecasted loss before income taxes.

Consolidated net loss was $14.9 million, or $(0.46) per diluted share, compared with net loss of $7.2 million, or $(0.23) per diluted share, in the prior year.

Bookings were $184.2 million, for a book-to-bill ratio of 1.40:1. Backlog at the end of the quarter was $547.1 million. Approximately $426.5 million, or 78%, of backlog is expected to be recognized as revenue over the next twelve months and the balance thereafter.

CONSOLIDATED YEAR-TO-DATE RESULTS

Consolidated sales were up $47.9 million. Aerospace sales were up $56.5 million from the first nine months of 2021. Test Systems sales decreased $8.6 million.

Consolidated cost of products sold in 2022 was $326.7 million, compared with $282.0 million in the prior-year period. The increase was primarily due to higher volume as the global aerospace industry continues its recovery from the COVID-19 pandemic. The current year period benefited from $6.0 million recognized as an offset to cost of products sold related to the AMJP award, compared to a benefit from the grant of $1.1 million in the prior year. Research and development expenses increased $4.9 million due to higher innovation spend.

SG&A expenses were $76.9 million in 2022 compared with $66.8 million the prior-year period primarily due to increased wages and benefits. The current-year period reflects $4.6 million related to the settlement of a litigation claim, a customer accommodation dispute, and a lease termination settlement. The Company expects to be indemnified by other parties for approximately $1.5 million related to the litigation claim and will record the gain as an offset to SG&A when received, likely in the fourth quarter of 2022. The prior-year period also benefited from a $2.2 million non-cash reduction of the fair value of a contingent consideration liability.

The effective tax rate for 2022 was (28.3)%, compared with (1.4)% in the prior year period. In the past, research and development costs were deducted as incurred. However, beginning with the 2022 tax year, these costs are required to be capitalized for tax purposes and amortized over 5 years. The 2022 tax rate was impacted by a valuation allowance applied against the associated deferred tax asset created by the new treatment, due to the Company’s cumulative losses over the last three years. This was partially offset by the removal of valuation allowances related to net operating losses, tax credit carryovers, and certain timing differences that are expected to reverse during 2022 as well as a Federal research and development credit expected for 2022.

Consolidated net loss was $29.0 million, or $(0.90) per diluted share, compared with net loss of $27.2 million, or $(0.88) per diluted share, in the prior year.

COVID-19 Impacts on Our Business

On March 11, 2020, the World Health Organization classified the COVID-19 outbreak as a pandemic. The spread of the COVID-19 pandemic disrupted businesses on a global scale, led to significant volatility in financial markets and affected the aviation and industrial industries. Substantially all of our operations and production activities have, to-date, remained operational. However, the impacts of the pandemic have placed labor and supply chain pressures on our business and we have been impacted by customer demand variability. Although we saw stable and growing backlog during the first nine months of 2022 in our aerospace business, COVID-19 related disruptions are ongoing and continue to adversely challenge our commercial transport market. While we remain bullish about the aerospace business, we believe the recovery to pre-pandemic activity, particularly in the widebody market, will take longer than originally anticipated at the outset of the pandemic. As economic activity continues to recover, we will continue to monitor the situation, assessing further possible implications on our operations, supply chain, liquidity, cash flow and customer orders.

Outlook

Increasing sales is critical to satisfying our customers’ demand, and improving financial results. Revenue has been starting to ramp and we believe it will accelerate as we move forward. As previously reported, we are expecting sales of $140 million to $150 million in the fourth quarter of 2022, an increase of 10%, or $14 million, at the midpoint over the trailing third quarter. This would result in estimated 2022 sales to be up approximately 17% from last year’s revenue of $445 million. While disappointed with the lower sales level for the year than we had previously anticipated, we remain very encouraged with the demand for our products, our position in the industry and the significant opportunities in which we are engaged.

Our initial look at 2023 suggests sales of $640 million to $680 million. This expectation is supported by cumulative bookings of $686 million over the last four quarters and our record backlog of $547 million. Our supply chain has been a challenge during the last year, but we now see clear signs of improvement and anticipate continued recovery over the course of 2023.

Consolidated backlog at October 1, 2022 was $547.1 million. Approximately 78% of the backlog is expected to be recognized as revenue in over the next twelve months and the balance thereafter.

Planned capital expenditures for 2022 are expected to be approximately $9 million to $10 million.

While core aerospace markets have strengthened as vaccination rates rise and passenger traffic accelerated, the ultimate impact of COVID-19 on our business, results of operations, financial condition and cash flows is dependent on future developments, including the duration of the pandemic, virus variants, vaccination rates and efficacy and the related length of impact on the global economy, supply chain and specifically on the markets we are active in, which are uncertain and cannot be predicted at this time.

SEGMENT RESULTS OF OPERATIONS AND OUTLOOK

Operating loss, as presented below, is sales less cost of products sold and other operating expenses, excluding interest expense, other corporate expenses and other non-operating sales and expenses. Cost of products sold and other operating expenses are directly identifiable to the respective segment. Operating loss is reconciled to loss before income taxes in Note 15 of the Notes to Consolidated Condensed Financial Statements included in this report.

AEROSPACE SEGMENT

			Nine Months Ended												Three Months Ended
(In thousands)			October 1, 2022						October 2, 2021						October 1, 2022						October 2, 2021
Sales			$	322,871					$	266,425					$	112,177					$	95,775
Less Inter-segment Sales			(10)						(23)						—						(9)
Total Aerospace Sales			$	322,861					$	266,402					$	112,177					$	95,766
Operating (Loss) Profit			$	(7,085)					$	(6,352)					$	(6,859)					$	1,917
Operating Margin			(2.2)		%				(2.4)		%				(6.1)		%				2.0		%
Aerospace Sales by Market
(In thousands)
Commercial Transport			$	211,721					$	143,550					$	78,389					$	57,549
Military			41,336						54,847						12,463						17,064
General Aviation			48,748						41,131						14,751						12,109
Other			21,056						26,874						6,574						9,044
			$	322,861					$	266,402					$	112,177					$	95,766
Aerospace Sales by Product Line
(In thousands)
Electrical Power & Motion			$	132,757					$	102,742					$	46,155					$	38,650
Lighting & Safety			90,339						76,929						29,740						25,461
Avionics			67,453						47,355						24,172						14,491
Systems Certification			6,656						7,937						3,985						6,099
Structures			4,600						4,565						1,551						2,021
Other			21,056						26,874						6,574						9,044
			$	322,861					$	266,402					$	112,177					$	95,766

(In thousands)			October 1, 2022						December 31, 2021
Total Assets			$	478,385					$	458,334
Backlog			$	464,307					$	334,659

AEROSPACE THIRD QUARTER RESULTS

Aerospace segment sales increased $16.4 million, or 17.1%, to $112.2 million. Commercial aerospace sales increased 36.2%, or $20.8 million, and drove the improvement. Sales to this market were $78.4 million compared with $57.5 million in the third quarter of 2021. Improving domestic airline travel that is driving higher fleet utilization and increased narrowbody production rates drove demand for Astronics’ products.

General Aviation sales increased $2.6 million, or 21.8%, to $14.8 million due in part to higher demand in the business jet market for antenna systems and enhanced vision system products. The Company expects the strong end user demand in the business jet industry to drive higher OEM production rates in the near future, resulting in further increases in demand for its products.

Military Aircraft sales decreased $4.6 million, or 27.0%, to $12.5 million. The prior-year period benefited from incremental non-recurring engineering revenue associated with development programs and higher sales of avionics products.

Other revenue decreased $2.5 million to $6.6 million driven by decreased contract manufacturing programs.

Aerospace segment operating loss was $6.9 million compared with operating profit of $1.9 million for the same period last year. Higher operating losses were driven by inflationary impacts on input costs and inefficiencies associated with production execution due to supply chain constraints that restricted shipment volume, as well as the settlement of a litigation claim and a customer accommodation dispute that resulted in $4.1 million of expense during the quarter. We expect to be indemnified by other parties for approximately $1.5 million related to the litigation claim and will record that gain when such proceeds are received, likely in the fourth quarter. Operating profit in the prior-year period benefited from the $1.1 million AMJP benefit.

AEROSPACE YEAR-TO-DATE RESULTS

Aerospace segment sales increased $56.5 million, or 21.2%, to $322.9 million. Sales continued to be positively affected by reasons discussed above.

Aerospace segment operating loss was $7.1 million compared with operating loss of $6.4 million for the same period last year. Aerospace segment experienced increased sales and the $6.0 million AMJP benefit in the 2022 period compared to an AMJP benefit of $1.1 million in the prior year, however, the operating loss was impacted by continued increases to input costs caused by inflationary impacts and supply chain constraints. Additionally, the 2022 period included $4.1 million related to the settlement of a litigation claim and a customer accommodation dispute and a $2.5 million increase of expense associated with the reinstated 401K contribution. As previously noted, we expect to be indemnified by other parties for approximately $1.5 million related to the litigation claim and will record that gain when such proceeds are received, likely in the fourth quarter.

AEROSPACE OUTLOOK

Aerospace bookings in the third quarter of 2022 were $165.7 million, for a book-to-bill ratio of 1.48:1. The Aerospace segment’s backlog at the end of the third quarter of 2022 was $464.3 million with approximately $375.2 million expected to be recognized as revenue over the next twelve months.

TEST SYSTEMS SEGMENT

			Nine Months Ended												Three Months Ended
(In thousands)			October 1, 2022						October 2, 2021						October 1, 2022						October 2, 2021
Sales			$	53,899					$	62,811					$	19,261					$	16,128
Less Inter-segment Sales			(19)						(357)						—						(53)
Total Test Systems Sales			$	53,880					$	62,454					$	19,261					$	16,075
Operating Loss			$	(4,125)					$	(1,958)					$	(2,312)					$	(2,201)
Operating Margin			(7.7)		%				(3.1)		%				(12.0)		%				(13.7)		%