ASTRONICS CORP 10-Q

Item 1. Financial Statements ASTRONICS CORPORATION Consolidated Condensed Balance Sheets July 1, 2023 with Comparative Figures for December 31, 2022 (Unaudited) (In thousands) July 1, 2023 December 31, 2022 Current Assets: Cash and Cash Equivalents $ 3,472 $ 13,778 Restricted Cash 822 — Accounts Receivable, Net of Allowance for Estimated Credit Losses 170,806 147,790 Inventories 207,446 187,983 Prepaid Expenses and Other Current Assets 15,650 15,743 Total Current Assets 398,196 365,294 Property, Plant and Equipment, Net of Accumulated Depreciation 87,800 90,658 Operating Right-of-Use Assets 29,404 13,028 Other Assets 7,870 8,605 Intangible Assets, Net of Accumulated Amortization 72,108 79,277 Goodwill 58,210 58,169 Total Assets $ 653,588 $ 615,031 Current Liabilities: Current Maturities of Long-term Debt $ 8,960 $ 4,500 Accounts Payable 79,837 64,193 Current Operating Lease Liabilities 4,606 4,441 Accrued Expenses and Other Current Liabilities 53,477 45,911 Customer Advance Payments and Deferred Revenue 27,288 32,567 Total Current Liabilities 174,168 151,612 Long-term Debt 168,733 159,500 Long-term Operating Lease Liabilities 26,082 9,942 Other Liabilities 54,204 54,057 Total Liabilities 423,187 375,111 Shareholders’ Equity: Common Stock 355 354 Accumulated Other Comprehensive Loss ( 8,443 ) ( 9,526 ) Other Shareholders’ Equity 238,489 249,092 Total Shareholders’ Equity 230,401 239,920 Total Liabilities and Shareholders’ Equity $ 653,588 $ 615,031 See notes to consolidated condensed financial statements. 3 Table of Contents ASTRONICS CORPORATION Consolidated Condensed Statements of Operations Three and Six Months Ended July 1, 2023 With Comparative Figures for 2022 (Unaudited) (In thousands, except per share data) Six Months Ended Three Months Ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Sales $ 330,992 $ 245,303 $ 174,454 $ 129,127 Cost of Products Sold 270,787 209,661 141,759 113,418 Gross Profit 60,205 35,642 32,695 15,709 Selling, General and Administrative Expenses 60,179 48,205 30,299 24,105 Income (Loss) from Operations 26 ( 12,563 ) 2,396 ( 8,396 ) Net Gain on Sale of Business ( 3,427 ) ( 11,284 ) — — Other (Income), Net of Other Expense ( 910 ) 753 378 291 Interest Expense, Net of Interest Income 11,390 3,293 5,920 1,662 Loss Before Income Taxes ( 7,027 ) ( 5,325 ) ( 3,902 ) ( 10,349 ) Provision for Income Taxes 9,387 8,786 8,097 661 Net Loss $ ( 16,414 ) $ ( 14,111 ) $ ( 11,999 ) $ ( 11,010 ) Loss Per Share: Basic $ ( 0.50 ) $ ( 0.44 ) $ ( 0.37 ) $ ( 0.34 ) Diluted $ ( 0.50 ) $ ( 0.44 ) $ ( 0.37 ) $ ( 0.34 ) See notes to consolidated condensed financial statements. 4 Table of Contents ASTRONICS CORPORATION Consolidated Condensed Statements of Comprehensive Loss Three and Six Months Ended July 1, 2023 With Comparative Figures for 2022 (Unaudited) (In thousands) Six Months Ended Three Months Ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Net Loss $ ( 16,414 ) $ ( 14,111 ) $ ( 11,999 ) $ ( 11,010 ) Other Comprehensive Income (Loss): Foreign Currency Translation Adjustments 711 ( 1,567 ) 487 ( 1,386 ) Retirement Liability Adjustment – Net of Tax 372 698 187 347 Total Other Comprehensive Income (Loss) 1,083 ( 869 ) 674 ( 1,039 ) Comprehensive Loss $ ( 15,331 ) $ ( 14,980 ) $ ( 11,325 ) $ ( 12,049 ) See notes to consolidated condensed financial statements. 5 Table of Contents ASTRONICS CORPORATION Consolidated Condensed Statements of Cash Flows Six Months Ended July 1, 2023 With Comparative Figures for 2022 Six Months Ended (Unaudited, In thousands) July 1, 2023 July 2, 2022 Cash Flows from Operating Activities: Net Loss $ ( 16,414 ) $ ( 14,111 ) Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities: Depreciation and Amortization 13,373 14,088 Amortization of Deferred Financing Fees 1,363 — Provisions for Non-Cash Losses on Inventory and Receivables 1,705 677 Equity-based Compensation Expense 3,992 3,721 Operating Lease Non-Cash Expense 2,563 2,928 Non-Cash Accrued 401K Contribution 2,536 2,197 Net Gain on Sale of Business, Before Taxes ( 3,427 ) ( 11,284 ) Non-Cash Deferred Liability Recovery ( 5,824 ) — Other ( 1,275 ) 1,320 Changes in Operating Assets and Liabilities Providing (Using) Cash: Accounts Receivable ( 22,619 ) ( 11,449 ) Inventories ( 22,638 ) ( 19,293 ) Accounts Payable 14,081 11,660 Accrued Expenses 5,460 ( 458 ) Other Current Assets and Liabilities 472 ( 3,030 ) Customer Advance Payments and Deferred Revenue 959 ( 389 ) Income Taxes 7,422 16,909 Operating Lease Liabilities ( 2,674 ) ( 3,601 ) Supplemental Retirement Plan and Other Liabilities ( 206 ) ( 215 ) Net Cash Used by Operating Activities ( 21,151 ) ( 10,330 ) Cash Flows from Investing Activities: Proceeds from Sale of Business and Assets 3,427 21,977 Capital Expenditures ( 3,806 ) ( 2,493 ) Net Cash (Used) Provided by Investing Activities ( 379 ) 19,484 Cash Flows from Financing Activities: Proceeds from Long-term Debt 131,732 52,625 Principal Payments on Long-term Debt ( 112,774 ) ( 79,625 ) Stock Award Activity ( 601 ) 104 Finance Lease Principal Payments ( 24 ) ( 55 ) Debt Acquisition Costs ( 6,388 ) ( 771 ) Net Cash Provided (Used) by Financing Activities 11,945 ( 27,722 ) Effect of Exchange Rates on Cash 101 ( 505 ) Decrease in Cash and Cash Equivalents and Restricted Cash ( 9,484 ) ( 19,073 ) Cash and Cash Equivalents and Restricted Cash at Beginning of Period 13,778 29,757 Cash and Cash Equivalents and Restricted Cash at End of Period $ 4,294 $ 10,684 See notes to consolidated condensed financial statements. 6 Table of Contents ASTRONICS CORPORATION Consolidated Condensed Statements of Shareholders’ Equity Three and Six Months Ended July 1, 2023 With Comparative Figures for 2022 (Unaudited) (In thousands) Six Months Ended Three Months Ended July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Common Stock Beginning of Period $ 291 $ 289 $ 293 $ 290 Net Issuance of Common Stock for Restricted Stock Units (“RSU’s”) 1 1 — — Class B Stock Converted to Common Stock 3 — 2 — End of Period 295 290 295 290 Convertible Class B Stock Beginning of Period 63 64 62 64 Class B Stock Converted to Common Stock ( 3 ) — ( 2 ) — End of Period 60 64 60 64 Additional Paid in Capital Beginning of Period 98,630 92,037 100,426 94,245 Net Exercise of Stock Options and Equity-based Compensation Expense 3,993 4,122 1,594 1,621 Tax Withholding Related to Issuance of RSU’s ( 603 ) ( 298 ) — ( 5 ) End of Period 102,020 95,861 102,020 95,861 Accumulated Comprehensive Loss Beginning of Period ( 9,526 ) ( 14,495 ) ( 9,117 ) ( 14,325 ) Foreign Currency Translation Adjustments 711 ( 1,567 ) 487 ( 1,386 ) Retirement Liability Adjustment – Net of Taxes 372 698 187 347 End of Period ( 8,443 ) ( 15,364 ) ( 8,443 ) ( 15,364 ) Retained Earnings Beginning of Period 240,360 287,225 234,463 279,047 Net Loss ( 16,414 ) ( 14,111 ) ( 11,999 ) ( 11,010 ) Reissuance of Treasury Shares for 401K Contribution ( 2,248 ) ( 6,776 ) ( 766 ) ( 1,699 ) End of Period 221,698 266,338 221,698 266,338 Treasury Stock Beginning of Period ( 89,898 ) ( 108,516 ) ( 87,203 ) ( 99,239 ) Shares Issued to Fund 401K Obligation 4,669 12,003 1,974 2,726 End of Period ( 85,229 ) ( 96,513 ) ( 85,229 ) ( 96,513 ) Total Shareholders’ Equity $ 230,401 $ 250,676 $ 230,401 $ 250,676 See notes to consolidated condensed financial statements. 7 Table of Contents ASTRONICS CORPORATION Consolidated Condensed Statements of Shareholders’ Equity, Continued Three and Six Months Ended July 1, 2023 With Comparative Figures for 2022 (Unaudited) (In thousands) Six Months Ended Three Months Ended (Shares) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Common Stock Beginning of Period 29,122 28,911 29,273 29,009 Net Issuance from Exercise of Stock Options 1 20 — — Net Issuance of Common Stock for RSU’s 90 48 7 6 Class B Stock Converted to Common Stock 265 68 198 32 End of Period 29,478 29,047 29,478 29,047 Convertible Class B Stock Beginning of Period 6,314 6,375 6,247 6,363 Net Issuance from Exercise of Stock Options — 24 — — Class B Stock Converted to Common Stock ( 265 ) ( 68 ) ( 198 ) ( 32 ) End of Period 6,049 6,331 6,049 6,331 Treasury Stock Beginning of Period 3,155 3,808 3,060 3,483 Shares Issued to Fund 401K Obligation ( 164 ) ( 421 ) ( 69 ) ( 96 ) End of Period 2,991 3,387 2,991 3,387 See notes to consolidated condensed financial statements. 8 Table of Contents ASTRONICS CORPORATION Notes to Consolidated Condensed Financial Statements July 1, 2023 (Unaudited) 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 six months ended July 1, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The balance sheet at December 31, 2022 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 2022 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 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 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. In March 2023, the Company agreed with the final earnout calculation for the calendar 2022 earnout in the amount of $ 3.4 million. The Company recorded the gain and received the payment in the first quarter of 2023. In April 2023, the Test Systems segment implemented restructuring initiatives to align the workforce and management structure with near-term revenue expectations and operational needs. The Company incurred $ 0.6 million in severance charges during the second quarter of 2023 recorded as selling, general and administrative expenses, of which $ 0.3 million remain unpaid as of July 1, 2023. 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. The impacts of the pandemic continue to place 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 2022 and into 2023 in our aerospace business, supply chain-related disruptions are ongoing and continue to adversely challenge our markets. 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. 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 $ 5.2 million in the 9 Table of Contents first quarter of 2022. The grant benefit was recognized ratably over the performance period as a reduction to cost of products sold in proportion to the compensation expense that the award was intended to defray. During the six months ended July 2, 2022, the Company recognized $ 6.0 million of the award. Restricted Cash Under the provisions of the ABL Revolving Credit Facility (as defined and discussed below in Note 7), the Company has a lockbox arrangement with the banking institution for its accounts within the United States whereby daily lockbox receipts are contractually utilized to pay down outstanding balances on the ABL Revolving Credit Facility debt. Lockbox balances that have not yet been applied to the ABL Revolving Credit Facility are classified as restricted cash in the accompanying Consolidated Condensed Balance Sheets. The following table provides a reconciliation of cash and restricted cash included in Consolidated Condensed Balance Sheets to the amounts included in the Consolidated Condensed Statements of Cash Flows. (In thousands) July 1, 2023 July 2, 2022 Cash and Cash Equivalents $ 3,472 $ 10,684 Restricted cash 822 — Total Cash and Restricted Cash Shown in Statements of Cash Flows $ 4,294 $ 10,684 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 $ 1.7 million and $ 2.6 million at July 1, 2023 and December 31, 2022, respectively. The Company’s bad debt expense was insignificant during the three and six months ended July 1, 2023 and July 2, 2022. Total write-offs charged against the allowance were $ 0.7 million and $ 0.8 million in the three and six months ended July 1, 2023 and insignificant in the three and six months ended July 2, 2022. Total recoveries were insignificant in the three and six months ended July 1, 2023 and July 2, 2022. The Company's exposure to credit losses may increase if its customers are adversely affected by global economic recessions, disruption associated with the COVID-19 pandemic or the Russian/Ukrainian conflict, 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 and associated supply chain disruptions. 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 $ 12.7 million and $ 12.6 million for three months ended and $ 25.4 million and $ 24.8 million for the six months ended July 1, 2023 and July 2, 2022, respectively. These costs are included in cost of products sold. Valuation of Goodwill and Long-Lived Assets 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. 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 July 1, 2023 and July 2, 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 six month periods then ended. Foreign Currency Translation The aggregate foreign currency transaction gain or loss included in operations was insignificant for the three and six months ended July 1, 2023 and July 2, 2022. 10 Table of Contents Newly Adopted Accounting Pronouncement We consider the applicability and impact of all ASUs. Recent ASUs 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 July 1, 2023, we had $ 611.1 million of remaining performance obligations, which we refer to as total backlog. We expect to recognize approximately $ 502.0 million of our remaining performance obligations as revenue over the next twelve months and the balance thereafter. We recognized $ 10.6 million and $ 8.9 million during the three months ended and $ 19.5 million and $ 11.2 million during the six months ended July 1, 2023 and July 2, 2022, 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 six months ended July 1, 2023: (In thousands) Contract Assets Contract Liabilities Beginning Balance, January 1, 2023 $ 27,349 $ 33,209 Ending Balance, July 1, 2023 $ 34,573 $ 28,260 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 Work in Progress within Inventories in the accompanying Consolidated Condensed 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 July 1, 2023 and December 31, 2022, the Company capitalized $ 3.4 million and $ 2.5 million of costs, respectively. The following table presents our revenue disaggregated by Market Segments as follows: Six Months Ended Three Months Ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Aerospace Segment Commercial Transport $ 206,292 $ 133,332 $ 112,079 $ 69,243 Military Aircraft 27,648 28,873 13,584 13,897 General Aviation 44,463 33,997 25,015 18,130 Other 15,576 14,482 7,704 8,020 Aerospace Total 293,979 210,684 158,382 109,290 Test Systems Segment Government & Defense 37,013 34,619 16,072 19,837 Test Systems Total 37,013 34,619 16,072 19,837 Total $ 330,992 $ 245,303 $ 174,454 $ 129,127 11 Table of Contents The following table presents our revenue disaggregated by Product Lines as follows: Six Months Ended Three Months Ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Aerospace Segment Electrical Power & Motion $ 121,400 $ 86,602 $ 67,946 $ 42,135 Lighting & Safety 78,471 60,599 41,918 31,388 Avionics 60,664 43,281 30,923 24,406 Systems Certification 13,297 2,671 7,620 1,669 Structures 4,571 3,049 2,271 1,672 Other 15,576 14,482 7,704 8,020 Aerospace Total 293,979 210,684 158,382 109,290 Test Systems 37,013 34,619 16,072 19,837 Total $ 330,992 $ 245,303 $ 174,454 $ 129,127 3) Inventories Inventories consisted of the following: ( In thousands ) July 1, 2023 December 31, 2022 Finished Goods $ 33,731 $ 30,703 Work in Progress 32,185 29,895 Raw Material 141,530 127,385 $ 207,446 $ 187,983 4) Property, Plant and Equipment Property, Plant and Equipment consisted of the following: (In thousands) July 1, 2023 December 31, 2022 Land $ 8,595 $ 8,578 Buildings and Improvements 71,073 73,744 Machinery and Equipment 125,942 123,071 Construction in Progress 5,041 6,415 210,651 211,808 Less Accumulated Depreciation 122,851 121,150 $ 87,800 $ 90,658 12 Table of Contents 5) Intangible Assets The following table summarizes acquired intangible assets as follows: July 1, 2023 December 31, 2022 (In thousands) Weighted Average Life Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Patents 11 years $ 2,146 $ 2,110 $ 2,146 $ 2,066 Non-compete Agreement 4 years 11,082 11,062 11,082 11,052 Trade Names 10 years 11,417 9,749 11,402 9,350 Completed and Unpatented Technology 9 years 47,880 37,063 47,855 34,877 Customer Relationships 15 years 142,180 82,613 142,133 77,996 Total Intangible Assets 12 years $ 214,705 $ 142,597 $ 214,618 $ 135,341 All acquired intangible assets other than goodwill and one trade name are being amortized. Amortization expense for acquired intangibles is summarized as follows: Six Months Ended Three Months Ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Amortization Expense $ 7,196 $ 7,526 $ 3,599 $ 3,761 Amortization expense for acquired intangible assets expected for 2023 and for each of the next five years is summarized as follows: (In thousands) 2023 $ 13,888 2024 $ 12,856 2025 $ 10,935 2026 $ 9,533 2027 $ 7,825 2028 $ 7,037 6) Goodwill The following table summarizes the changes in the carrying amount of goodwill for the six months ended July 1, 2023: (In thousands) December 31, 2022 Foreign Currency Translation July 1, 2023 Aerospace $ 36,534 $ 41 $ 36,575 Test Systems 21,635 — 21,635 $ 58,169 $ 41 $ 58,210 7) Long-term Debt and Notes Payable The Company's long-term debt at December 31, 2022 consisted of borrowings under its Fifth Amended and Restated Credit Agreement (the “Agreement”). The maturity date of the loans under the Agreement was November 30, 2023. At December 31, 2022, there was $ 164.0 million outstanding on the Agreement and there remained $ 6.0 million available. The Company amended the Agreement on January 19, 2023 by entering into the Sixth Amended and Restated Credit Agreement (the “ABL Revolving Credit Facility”). The ABL Revolving Credit Facility set the maximum aggregate amount that the Company can borrow under the revolving credit line at $ 115 million, with borrowings subject to a borrowing base determined primarily by certain domestic inventory and accounts receivable. The maturity date of borrowings under the ABL Revolving Credit Facility is January 19, 2026. Under the terms of the ABL Revolving Credit Facility, the Company pays interest on the unpaid principal amount of the facility at a rate equal to SOFR (which is required to be at least 1.00 %) plus 2.25 % to 2.75 %. The Company will pay a quarterly commitment fee under the ABL Revolving Credit Facility in an amount equal to 0.25 % or 0.375 % based on the Company’s average excess availability. 13 Table of Contents On June 28, 2023, the Company amended the ABL Revolving Credit Facility, temporarily increasing the maximum aggregate amount that the Company can borrow under the revolving credit line by $ 5 million from $ 115 million to $ 120 million until October 31, 2023, at which time the limit returns to $ 115 million. Under the provisions of the ABL Revolving Credit Facility, the Company has a cash dominion arrangement with the lead banking institution whereby eligible daily cash receipts are contractually utilized to pay down outstanding borrowings. Eligible cash receipts that have not yet been applied to outstanding debt balance are classified as restricted cash in the accompanying consolidated balance sheets. The Company is also required to maintain minimum liquidity of $ 20 million through the date of delivery of the compliance certificate for the quarter ended March 31, 2024, and $ 10 million thereafter. At July 1, 2023, there was $ 93.7 million outstanding on the ABL Revolving Credit Facility and there remained $ 26.3 million available. The Company also entered into a $ 90 million asset-based credit agreement (the “Term Loan Facility”) on January 19, 2023. The Term Loan Facility is secured primarily by fixed assets, real estate and intellectual property. The maturity date of the Term Loan Facility is the earlier of the stated maturity date of the ABL Revolving Credit Facility or January 19, 2027, provided the ABL Revolving Credit Facility is extended beyond that date. The Company pays interest under the Term Loan Facility at a rate equal to SOFR (which is required to be at least 2.50 %) plus 8.75 %. The Company will pay a commitment fee under the Term Loan Facility of 5 % of the total aggregate commitment, or $ 4.5 million, $ 1.8 million which was paid on the closing date, $ 1.8 million which was paid on June 20, 2023 and $ 0.9 million of which will be paid in the second quarter of 2024. Amortization of the principal under the Term Loan Facility began in April with a monthly amortization rate of 0.292 % of the outstanding term loan principal balance for the period April 1, 2023 through June 1, 2023, increasing to 0.542 % per month for the period July 1, 2023 through September 1, 2023 then increasing to 0.833 % thereafter. Total scheduled principal payments of approximately $ 9.0 million are payable over the next twelve months and as such, have been classified as current in the accompanying Consolidated Condensed Balance Sheet as of July 1, 2023. The weighted-average interest rate on current maturities of long-debt is 13.1 %. The remaining balance of $ 80.3 million at July 1, 2023 is recorded as long-term in the accompanying Consolidated Condensed Balance Sheet. Pursuant to the ABL Revolving Credit Facility and the Term Loan Facility, the Company is required to comply with a minimum trailing four quarter EBITDA of $ 23.3 million in the second quarter, $ 39.2 million in the third quarter, $ 51.7 million in the fourth quarter, $ 57.6 million in the first quarter of 2024, $ 65.2 million in the second quarter of 2024 and $ 70 million thereafter. In addition, mandatory prepayment of a portion of excess cash flow, as defined by the Term Loan Facility, is payable towards the principal amount outstanding on an annual basis. Any voluntary prepayments made are subject to a prepayment fee, as defined by the Term Loan Facility. Beginning with the first quarter of 2024, the Company is subject to a minimum fixed charge coverage ratio of 1.10 to 1.00. Further, the Company is subject to restrictions on additional indebtedness, share repurchases and dividend payments, and a limitation on capital expenditures. The Company is in compliance with all covenant requirements as of July 1, 2023. The Company incurred $ 9.0 million in incremental debt issuance costs related to the new facilities, allocated between the ABL Revolving Credit Facility and the Term Loan Facility. All costs are amortized to interest expense over the term of the respective agreement. Unamortized deferred debt issuance costs associated with the ABL Revolving Credit Facility ($ 2.4 million as of July 1, 2023) are recorded within other assets and those associated with the Term Loan Facility ($ 5.3 million as of July 1, 2023) are recorded as a reduction of the carrying value of the debt on the Consolidated Condensed Balance Sheet. Certain of the Company’s subsidiaries are borrowers or guarantors under the ABL Revolving Credit Facility and the Term Loan Facility. In the event of voluntary or involuntary bankruptcy of the Company or any subsidiary, all unpaid principal and other amounts owing under the credit facilities 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, cross default under other material debt agreements, and a going concern qualification for any reason other than loan maturity date give the agent the option to declare all such amounts immediately due and payable. The Company expects its sales growth and reductions in working capital will provide sufficient cash flows to fund operations. However, the Company may also evaluate various actions and alternatives to enhance its profitability and cash generation from operating activities, which could include manufacturing efficiency initiatives, cost-reduction measures, working with vendors and suppliers to reduce lead times and expedite shipment of critical components, and working with customers or other institutions to expedite receivable collections. 14 Table of Contents Our ability to maintain sufficient liquidity and comply with financial debt covenants is highly dependent upon achieving expected operating results. Failure to achieve expected operating results could have a material adverse effect on our liquidity, our ability to obtain financing or access our existing financing, and our operations in the future and could allow our debt holders to demand payment of all outstanding amounts. 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: Six Months Ended Three Months Ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Balance at Beginning of Period $ 8,009 $ 8,183 $ 7,401 $ 8,049 Warranties Issued 1,908 1,683 1,128 898 Warranties Settled ( 2,151 ) ( 1,910 ) ( 814 ) ( 1,154 ) Reassessed Warranty Exposure ( 61 ) ( 197 ) ( 10 ) ( 34 ) Balance at End of Period $ 7,705 $ 7,759 $ 7,705 $ 7,759 9) Leases During the three months ended July 1, 2023, the Company entered into an operating lease and recorded a right-of-use asset and corresponding liabilities of $ 12.7 million. The lease will require annual payments between $ 1.6 million and $ 1.9 million into 2033. Associated lease costs are $ 1.7 million per year. Other leasing activity during the quarter was insignificant. 10) Income Taxes The effective tax rates were approximately ( 207.5 )% and ( 6.4 )% for the three months ended and ( 133.6 )% and ( 165.0 )% for the six months ended July 1, 2023 and July 2, 2022, 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 2023 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 and certain timing differences that are expected to reverse during 2023. In addition, the tax rate in the 2023 period was also impacted by state income taxes and the federal research and development credit expected for 2023. 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, 2022 and 2021, the Company determined that a portion of its deferred tax assets were not expected to be realizable in the future and the Company continues to maintain the valuation allowance against its deferred tax assets as of July 1, 2023. 15 Table of Contents 11) Earnings Per Share Basic and diluted weighted-average shares outstanding are as follows: Six Months Ended Three Months Ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Weighted Average Shares - Basic 32,560 32,007 32,614 32,082 Net Effect of Dilutive Stock Options — — — — Weighted Average Shares - Diluted 32,560 32,007 32,614 32,082 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 594,000 shares as of July 1, 2023 and 1,338,000 shares as of July 2, 2022. Further, due to our net loss in the three and six month periods ended July 1, 2023 and July 2, 2022, 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 July 1, 2023 with treasury stock in lieu of cash. The earnings per share calculation for the quarter ended July 1, 2023 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 July 1, 2023. Actual shares issued may differ based on the sale price on the settlement date. 12) 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 agreements, 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 Retained earnings. During the six month periods ended July 1, 2023 and July 2, 2022, the Company reissued 164,000 and 421,000 treasury shares, respectively, associated with the funding of employer 401K contributions and recorded the difference between the average cost and the reissuance price, $ 2.2 million and $ 6.8 million, respectively, as a reduction to Retained earnings. Comprehensive Income (Loss) and Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss are as follows: (In thousands) July 1, 2023 December 31, 2022 Foreign Currency Translation Adjustments $ ( 6,624 ) $ ( 7,335 ) Retirement Liability Adjustment – Before Tax ( 4,101 ) ( 4,473 ) Tax Benefit of Retirement Liability Adjustment 2,282 2,282 Retirement Liability Adjustment – After Tax ( 1,819 ) ( 2,191 ) Accumulated Other Comprehensive Loss $ ( 8,443 ) $ ( 9,526 ) 16 Table of Contents The components of other comprehensive income (loss) are as follows: Six Months Ended Three Months Ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Foreign Currency Translation Adjustments $ 711 $ ( 1,567 ) $ 487 $ ( 1,386 ) Retirement Liability Adjustments: Reclassifications to Selling, General and Administrative Expense: Amortization of Prior Service Cost 193 201 98 100 Amortization of Net Actuarial Losses 179 497 89 247 Retirement Liability Adjustment 372 698 187 347 Other Comprehensive Income (Loss) $ 1,083 $ ( 869 ) $ 674 $ ( 1,039 ) 13) 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. Six Months Ended Three Months Ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Service Cost $ 53 $ 69 $ 27 $ 35 Interest Cost 652 417 327 208 Amortization of Prior Service Cost 193 193 98 96 Amortization of Net Actuarial Losses 179 474 89 235 Net Periodic Cost $ 1,077 $ 1,153 $ 541 $ 574 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 six months ended July 1, 2023 and July 2, 2022 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 Income, Net of Other Expense. 14) 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 six months ended July 1, 2023 and July 2, 2022, the Company had one customer in excess of 10% of consolidated sales. Sales to The Boeing Company (“Boeing”) accounted for 11.5 % and 10.9 % of sales in the three and six months ended July 1, 2023 and 10.6 % and 11.9 % in the three and six months ended July 2, 2022, respectively. Accounts receivable from Boeing at July 1, 2023 were approximately $ 21.8 million. 15) Legal Proceedings Lufthansa One of the Company’s subsidiaries is involved in numerous patent infringement actions brought by Lufthansa Technik AG (“Lufthansa”) in Germany, the United Kingdom (“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, 2022. On July 12, 2023, the Higher Regional Court of Karlsruhe in Germany (the “German Court”) reduced the Company’s liability for direct damages. Additionally, accrued interest on direct damages had previously been assessed at 5 %. As part of the July 12, 2023 ruling, the German Court reduced that interest rate to 4 %. Accordingly, the Company can reclaim overpaid damages and interest from Lufthansa in the amount of approximately $ 1.2 million. We will record this gain in the third quarter of 2023 as an offset to Selling, General and Administrative Expenses. The reserve for the German indirect claim and interest was approximately $ 17.8 million at December 31, 2022 and $ 16.8 million at July 1, 2023. Accrued interest on the indirect damages reserve was estimated using the same interest rate as the 17 Table of Contents direct damages. Given the reduction in the direct damages interest rate as discussed above, we recorded a reduction to the indirect damages reserve of $ 1.3 million in the quarter ended July 1, 2023, which was recorded as an offset to Selling, General and Administrative Expenses. The Company currently believes it is unlikely that the damages in the indirect proceedings 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 July 1, 2023 and December 31, 2022. In the matter before the UK High Court of Justice, as previously disclosed, Lufthansa has pleaded its case for monetary compensation, which will be determined at a separate trial, which is now set to take place in October 2024. Lufthansa has elected to pursue a claim in relation to the defendants’ profits from their infringing activities. We have estimated damages and accrued interest for AES and its indemnified customers of approximately $ 7.3 million and $ 7.0 million at July 1, 2023 and December 31, 2022, respectively. This variance is due to currency fluctuation and interest accrued. Interest will accrue until final payment to Lufthansa. This amount is subject to change as additional data is received and evaluated, and as additional information regarding the nature of its claim is put forward by Lufthansa in advance of the damages trial. The damages trial is scheduled to be heard starting in October 2024, with payment likely due in late 2024 or early 2025. 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 July 1, 2023 and December 31, 2022. As previously disclosed, in 2020, Lufthansa filed a patent infringement action on December 29, 2017 before the Paris Court of First Instance. The Court held the French patent invalid for all asserted claims. There can consequently be no finding of infringement on first instance. Lufthansa has appealed this judgment. The appeal hearing took place on December 8, 2022, and on February 24, 2023, the Paris Court of Appeal upheld the first instance judgment in favor of AES. On March 20, 2023, Lufthansa lodged an appeal before the French Supreme Court. The merits of this French Supreme Court challenge remain to be filed and assessed. As loss exposure is not probable and estimable at this time, the Company has not recorded any liability with respect to the French matter as of July 1, 2023 or December 31, 2022. There were no other significant developments in any of these matters during the six months ended July 1, 2023. A liability for reimbursement of Lufthansa’s legal expenses associated with the UK matter was approximately $ 0.7 million at December 31, 2022 and $ 0.8 million at July 1, 2023 which 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 July 1, 2023. 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 infringement of its digital instruments providing over-voltage detection and protection and copyright infringement of test equipment software, specifically emulating software using Teradyne’s declarations, 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 remained. 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. Teradyne will not appeal the decision. The stay of litigation was lifted with respect to the remaining claims in August 2022. Discovery has been completed. On June 5, 2023, the parties attended a court-ordered mediation, but did not reach a settlement. After the mediation, Teradyne dropped its remaining state law claims, leaving only its copyright claim. The parties are currently engaged in summary judgment briefing with a hearing on the motions scheduled for September 14, 2023. If the case is not disposed of on summary judgment, a trial will be held. Trial is currently scheduled for December 5, 2023. No amounts have been accrued for this matter in the July 1, 2023 or December 31, 2022 financial statements, as loss exposure was neither probable nor estimable at such times. 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. 18 Table of Contents 16) Segment Information Below are the sales and operating profit (loss) by segment for the three and six months ended July 1, 2023 and July 2, 2022 and a reconciliation of segment operating profit (loss) to loss before income taxes. Operating profit (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. Six Months Ended Three Months Ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Sales: Aerospace $ 294,101 $ 210,694 $ 158,386 $ 109,300 Less Inter-segment Sales ( 122 ) ( 10 ) ( 4 ) ( 10 ) Total Aerospace Sales 293,979 210,684 158,382 109,290 Test Systems 37,013 34,638 16,072 19,840 Less Inter-segment Sales — ( 19 ) — ( 3 ) Total Test Systems Sales 37,013 34,619 16,072 19,837 Total Consolidated Sales $ 330,992 $ 245,303 $ 174,454 $ 129,127 Segment Measure of Operating Profit (Loss) and Margins Aerospace $ 17,806 $ ( 226 ) $ 13,719 $ ( 3,276 ) 6.1 % ( 0.1 ) % 8.7 % ( 3.0 ) % Test Systems ( 6,740 ) ( 1,813 ) ( 6,143 ) ( 26 ) ( 18.2 ) % ( 5.2 ) % ( 38.2 ) % ( 0.1 ) % Total Segment Measure of Operating Profit (Loss) 11,066 ( 2,039 ) 7,576 ( 3,302 ) 3.3 % ( 0.8 ) % 4.3 % ( 2.6 ) % Deductions from Segment Measure of Operating Profit (Loss): Net Gain on Sale of Business ( 3,427 ) ( 11,284 ) — — Interest Expense, Net of Interest Income 11,390 3,293 5,920 1,662 Corporate Expenses and Other 10,130 11,277 5,558 5,385 Loss Before Income Taxes $ ( 7,027 ) $ ( 5,325 ) $ ( 3,902 ) $ ( 10,349 ) During the six months ended July 1, 2023, $ 5.8 million was recognized in sales related to the reversal of a deferred revenue liability assumed with an acquisition and associated with a customer program within our Test Systems Segment which is no longer expected to occur, which also benefits operating loss for the period. Absent that benefit, Test Systems’ operating loss was $ 12.6 million. Corporate expenses and other for the six months ended July 1, 2023 includes income of $ 1.8 million associated with the reversal of a liability related to an equity investment, as we will no longer be required to make the associated payment. This amount is included in Other Income, Net of Other Expense in the Consolidated Condensed Statement of Operations. In the six months ended July 2, 2022, $ 6.0 million of the AMJP grant was recognized as an offset to the cost of products sold in the Aerospace segment. Total Assets: (In thousands) July 1, 2023 December 31, 2022 Aerospace $ 520,564 $ 481,416 Test Systems 119,440 111,513 Corporate 13,584 22,102 Total Assets $ 653,588 $ 615,031 17) Fair Value There were no financial assets or liabilities carried at fair value measured on a recurring basis at July 1, 2023 or December 31, 2022. 19 Table of Contents There were no non-recurring fair value measurements performed in the six months ended July 1, 2023 and July 2, 2022. Due to their short-term nature, the carrying value of cash and equivalents, accounts receivable and accounts 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. 20 Table of Contents