ASTRONICS CORP 10-Q

Item 1. Financial Statements ASTRONICS CORPORATION Consolidated Condensed Balance Sheets March 30, 2024 with Comparative Figures for December 31, 2023 (Unaudited) (In thousands) March 30, 2024 December 31, 2023 Current Assets: Cash and Cash Equivalents $ 5,308 $ 4,756 Restricted Cash 1,302 6,557 Accounts Receivable, Net of Allowance for Estimated Credit Losses 170,246 172,108 Inventories 199,497 191,801 Prepaid Expenses and Other Current Assets 15,541 14,560 Total Current Assets 391,894 389,782 Property, Plant and Equipment, Net of Accumulated Depreciation 83,684 85,436 Operating Right-of-Use Assets 27,419 27,909 Other Assets 6,690 7,035 Intangible Assets, Net of Accumulated Amortization 62,121 65,420 Goodwill 58,156 58,210 Total Assets $ 629,964 $ 633,792 Current Liabilities: Current Maturities of Long-term Debt $ 8,996 $ 8,996 Accounts Payable 61,269 61,134 Current Operating Lease Liabilities 5,358 5,069 Accrued Expenses and Other Current Liabilities 55,399 46,106 Customer Advance Payments and Deferred Revenue 20,257 22,029 Total Current Liabilities 151,279 143,334 Long-term Debt 153,149 159,237 Long-term Operating Lease Liabilities 23,677 24,376 Other Liabilities 50,136 57,327 Total Liabilities 378,241 384,274 Shareholders’ Equity: Common Stock 376 373 Accumulated Other Comprehensive Loss ( 9,901 ) ( 9,426 ) Other Shareholders’ Equity 261,248 258,571 Total Shareholders’ Equity 251,723 249,518 Total Liabilities and Shareholders’ Equity $ 629,964 $ 633,792 See notes to consolidated condensed financial statements. 3 Table of Contents ASTRONICS CORPORATION Consolidated Condensed Statements of Operations Three Months Ended March 30, 2024 With Comparative Figures for 2023 (Unaudited) (In thousands, except per share data) Three Months Ended March 30, 2024 April 1, 2023 Sales $ 185,074 $ 156,538 Cost of Products Sold 150,883 129,028 Gross Profit 34,191 27,510 Selling, General and Administrative Expenses 32,525 29,880 Income (Loss) from Operations 1,666 ( 2,370 ) Net Gain on Sale of Business — ( 3,427 ) Other Expense (Income), Net 436 ( 1,288 ) Interest Expense, Net of Interest Income 5,759 5,470 Loss Before Income Taxes ( 4,529 ) ( 3,125 ) (Benefit from) Provision for Income Taxes ( 1,351 ) 1,290 Net Loss $ ( 3,178 ) $ ( 4,415 ) Loss Per Share: Basic $ ( 0.09 ) $ ( 0.14 ) Diluted $ ( 0.09 ) $ ( 0.14 ) See notes to consolidated condensed financial statements. 4 Table of Contents ASTRONICS CORPORATION Consolidated Condensed Statements of Comprehensive Loss Three Months Ended March 30, 2024 With Comparative Figures for 2023 (Unaudited) (In thousands) Three Months Ended March 30, 2024 April 1, 2023 Net Loss $ ( 3,178 ) $ ( 4,415 ) Other Comprehensive (Loss) Income: Foreign Currency Translation Adjustments ( 756 ) 224 Retirement Liability Adjustment – Net of Tax 281 185 Total Other Comprehensive (Loss) Income ( 475 ) 409 Comprehensive Loss $ ( 3,653 ) $ ( 4,006 ) See notes to consolidated condensed financial statements. 5 Table of Contents ASTRONICS CORPORATION Consolidated Condensed Statements of Cash Flows Three Months Ended March 30, 2024 With Comparative Figures for 2023 Three Months Ended (Unaudited, In thousands) March 30, 2024 April 1, 2023 Cash Flows from Operating Activities: Net Loss $ ( 3,178 ) $ ( 4,415 ) Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities: Depreciation and Amortization 6,328 6,662 Amortization of Deferred Financing Fees 832 616 Provisions for Non-Cash Losses on Inventory and Receivables 767 627 Equity-based Compensation Expense 2,802 2,399 Operating Lease Non-Cash Expense 1,280 1,186 Non-Cash 401K Contribution and Quarterly Bonus Accrual 3,454 1,208 Non-Cash Annual Stock Bonus Accrual 1,448 — Net Gain on Sale of Business, Before Taxes — ( 3,427 ) Non-Cash Deferred Liability Recovery — ( 5,824 ) Other 968 ( 525 ) Changes in Operating Assets and Liabilities Providing (Using) Cash: Accounts Receivable 1,427 ( 4,170 ) Inventories ( 8,826 ) ( 13,860 ) Accounts Payable 224 ( 3,488 ) Accrued Expenses ( 1,717 ) 2,944 Customer Advance Payments and Deferred Revenue ( 1,685 ) 1,190 Income Taxes ( 1,722 ) 1,262 Operating Lease Liabilities ( 1,196 ) ( 1,447 ) Supplemental Retirement Plan Liabilities ( 101 ) ( 100 ) Other Assets and Liabilities 932 ( 19 ) Net Cash from Operating Activities 2,037 ( 19,181 ) Cash Flows from Investing Activities: Proceeds from Sale of Business and Assets — 3,437 Capital Expenditures ( 1,598 ) ( 1,573 ) Net Cash from Investing Activities ( 1,598 ) 1,864 Cash Flows from Financing Activities: Proceeds from Long-term Debt 1,356 126,122 Principal Payments on Long-term Debt ( 7,249 ) ( 111,986 ) Stock Award Activity 1,713 ( 602 ) Finance Lease Principal Payments ( 53 ) ( 11 ) Debt Acquisition Costs ( 809 ) ( 4,347 ) Net Cash from Financing Activities ( 5,042 ) 9,176 Effect of Exchange Rates on Cash ( 100 ) 80 Decrease in Cash and Cash Equivalents and Restricted Cash ( 4,703 ) ( 8,061 ) Cash and Cash Equivalents and Restricted Cash at Beginning of Period 11,313 13,778 Cash and Cash Equivalents and Restricted Cash at End of Period $ 6,610 $ 5,717 See notes to consolidated condensed financial statements. 6 Table of Contents ASTRONICS CORPORATION Consolidated Condensed Statements of Shareholders’ Equity Three Months Ended March 30, 2024 With Comparative Figures for 2023 (Unaudited) (In thousands) Three Months Ended March 30, 2024 April 1, 2023 Common Stock Beginning of Period $ 314 $ 291 Shares Issued to Fund Bonus Obligations 2 — Net Issuance of Common Stock for Restricted Stock Units (“RSU’s”) 1 1 Class B Stock Converted to Common Stock 1 1 End of Period 318 293 Convertible Class B Stock Beginning of Period 59 63 Class B Stock Converted to Common Stock ( 1 ) ( 1 ) End of Period 58 62 Additional Paid in Capital Beginning of Period 129,544 98,630 Shares Issued to Fund Bonus Obligations 2,747 — Net Exercise of Stock Options, including ESPP, and Equity-based Compensation Expense 2,802 2,399 Tax Withholding Related to Issuance of RSU’s ( 1,027 ) ( 603 ) End of Period 134,066 100,426 Accumulated Comprehensive Loss Beginning of Period ( 9,426 ) ( 9,526 ) Foreign Currency Translation Adjustments ( 756 ) 224 Retirement Liability Adjustment – Net of Taxes 281 185 End of Period ( 9,901 ) ( 9,117 ) Retained Earnings Beginning of Period 209,753 240,360 Net Loss ( 3,178 ) ( 4,415 ) Reissuance of Treasury Shares for 401K Contribution ( 676 ) ( 1,482 ) End of Period 205,899 234,463 Treasury Stock Beginning of Period ( 80,726 ) ( 89,898 ) Shares Issued to Fund 401K Obligation 2,009 2,695 End of Period ( 78,717 ) ( 87,203 ) Total Shareholders’ Equity $ 251,723 $ 238,924 See notes to consolidated condensed financial statements. 7 Table of Contents ASTRONICS CORPORATION Consolidated Condensed Statements of Shareholders’ Equity, Continued Three Months Ended March 30, 2024 With Comparative Figures for 2023 (Unaudited) (In thousands) Three Months Ended (Shares) March 30, 2024 April 1, 2023 Common Stock Beginning of Period 31,402 29,122 Shares Issued to Fund Bonus Obligations 144 — Net Issuance from Exercise of Stock Options — 1 Net Issuance of Common Stock for RSU’s 107 83 Class B Stock Converted to Common Stock 179 67 End of Period 31,832 29,273 Convertible Class B Stock Beginning of Period 5,952 6,314 Class B Stock Converted to Common Stock ( 179 ) ( 67 ) End of Period 5,773 6,247 Treasury Stock Beginning of Period 2,833 3,155 Shares Issued to Fund 401K Obligation ( 71 ) ( 95 ) End of Period 2,762 3,060 See notes to consolidated condensed financial statements. 8 Table of Contents ASTRONICS CORPORATION Notes to Consolidated Condensed Financial Statements March 30, 2024 (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 supply chain pressures and residual impacts of the COVID-19 pandemic 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 three months ended March 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The balance sheet on December 31, 2023, 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 included in Astronics Corporation’s 2023 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 seat 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 2023, the Company agreed with the final earnout calculation for the calendar 2022 earnout for $ 3.4 million. The Company recorded the gain and received the payment in the first quarter of 2023. Restricted Cash Under the provisions of the ABL Revolving Credit Facility (as defined and discussed below in Note 7), the Company has a cash dominion arrangement with the banking institution for its accounts within the United States whereby daily cash receipts are contractually utilized to pay down outstanding balances on the ABL Revolving Credit Facility. Account 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) March 30, 2024 April 1, 2023 Cash and Cash Equivalents $ 5,308 $ 4,220 Restricted Cash 1,302 1,497 Total Cash and Restricted Cash Shown in Statements of Cash Flows $ 6,610 $ 5,717 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 9 Table of Contents 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 changes in allowances for estimated credit losses for the three months ended March 30, 2024 and April 1, 2023 consisted of the following: Three Months Ended (In thousands) March 30, 2024 April 1, 2023 Balance at Beginning of the Period $ 9,193 $ 2,630 Bad Debt Expense, Net of Recoveries 86 ( 288 ) Write-off Charges Against the Allowance and Other Adjustments ( 683 ) ( 77 ) Balance at End of the Period $ 8,596 $ 2,265 In November 2023, a non-core contract manufacturing customer reported within the Aerospace segment filed for bankruptcy under Chapter 11. As a result, the Company recorded a full reserve of $ 7.5 million for outstanding accounts receivable. 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 $ 13.3 million and $ 12.7 million for the three months ended March 30, 2024 and April 1, 2023, 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 March 30, 2024 and April 1, 2023, 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-month periods then ended. Foreign Currency Translation The aggregate foreign currency transaction gain or loss included in operations was insignificant for the three months ended March 30, 2024 and April 1, 2023. 10 Table of Contents Newly Adopted Accounting Pronouncements Recent Accounting Pronouncements Not Yet Adopted Standard Description Financial Statement Effect or Other Significant Matters ASU No. 2023-07 Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosure The standard includes updates to the disclosure requirements for a public entity’s reportable segments and provides more detailed information about a reportable segment’s expenses. The new standard is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with retrospective application required. The Company is currently evaluating the impact of adopting this guidance. We expect adoption to result in additional disclosures in the notes to our Consolidated Financial Statements. ASU No. 2023-09 Income Taxes (Topic 740), Improvements to Income Tax Disclosures The amendments in this update require enhanced disclosures within the annual rate reconciliation, including new requirements to present reconciling items on a gross basis in specified categories, disclosure of both percentages and dollar amounts, and disaggregation of the reconciling items by nature when they meet a quantitative threshold. The update also includes enhanced disclosure requirements for income taxes paid. The new standard is effective for annual periods beginning after December 15, 2024; early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance. We expect adoption to result in additional disclosures in the notes to our Consolidated Financial Statements. 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 March 30, 2024, we had $ 612.5 million of remaining performance obligations, which we refer to as total backlog. We expect to recognize approximately $ 563.1 million of our remaining performance obligations as revenue over the next twelve months and the balance thereafter. We recognized $ 9.2 million and $ 14.1 million during the three months ended March 30, 2024 and April 1, 2023, 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 three months ended March 30, 2024: (In thousands) Contract Assets Contract Liabilities Beginning Balance, January 1, 2024 $ 46,321 $ 22,888 Ending Balance, March 30, 2024 $ 49,849 $ 21,092 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. Capitalized fulfillment costs were $ 5.1 million and $ 4.7 million on March 30, 2024 and December 31, 2023, respectively. Amortization of fulfillment costs recognized within Cost of Products Sold was approximately $ 0.3 million for the three months ended March 30, 2024. No amortization of fulfillment costs was recorded in 2023. 11 Table of Contents The following table presents our revenue disaggregated by Market Segments as follows: Three Months Ended (In thousands) March 30, 2024 April 1, 2023 Aerospace Segment Commercial Transport $ 121,430 $ 94,213 Military Aircraft 17,079 14,064 General Aviation 19,551 19,448 Other 5,578 7,872 Aerospace Total 163,638 135,597 Test Systems Segment Government & Defense 21,436 20,941 Test Systems Total 21,436 20,941 Total $ 185,074 $ 156,538 The following table presents our revenue disaggregated by Product Lines as follows: Three Months Ended (In thousands) March 30, 2024 April 1, 2023 Aerospace Segment Electrical Power & Motion $ 83,124 $ 53,454 Lighting & Safety 41,787 36,553 Avionics 25,594 29,741 Systems Certification 4,448 5,677 Structures 3,107 2,300 Other 5,578 7,872 Aerospace Total 163,638 135,597 Test Systems 21,436 20,941 Total $ 185,074 $ 156,538 3) Inventories Inventories consisted of the following: ( In thousands ) March 30, 2024 December 31, 2023 Finished Goods $ 30,507 $ 29,013 Work in Progress 33,948 32,118 Raw Material 135,042 130,670 $ 199,497 $ 191,801 12 Table of Contents 4) Property, Plant and Equipment Property, Plant and Equipment consisted of the following: (In thousands) March 30, 2024 December 31, 2023 Land $ 8,585 $ 8,606 Buildings and Improvements 71,362 71,480 Machinery and Equipment 128,235 126,725 Construction in Progress 3,104 4,219 211,286 211,030 Less Accumulated Depreciation 127,602 125,594 $ 83,684 $ 85,436 5) Intangible Assets The following table summarizes acquired intangible assets as follows: March 30, 2024 December 31, 2023 (In thousands) Weighted Average Life Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Patents 11 years $ 2,146 $ 2,146 $ 2,146 $ 2,146 Non-compete Agreement 4 years 11,082 11,077 11,082 11,072 Trade Names 10 years 11,409 10,068 11,426 9,973 Completed and Unpatented Technology 9 years 47,866 39,878 47,896 38,961 Customer Relationships 15 years 142,155 89,368 142,208 87,186 Total Intangible Assets 13 years $ 214,658 $ 152,537 $ 214,758 $ 149,338 All acquired intangible assets other than goodwill and one trade name are being amortized. Amortization expense for acquired intangibles is summarized as follows: Three Months Ended (In thousands) March 30, 2024 April 1, 2023 Amortization Expense $ 3,270 $ 3,597 Amortization expense for acquired intangible assets expected for 2024 and for each of the next five years is summarized as follows: (In thousands) 2024 $ 12,859 2025 $ 10,935 2026 $ 9,533 2027 $ 7,825 2028 $ 7,037 2029 $ 5,664 6) Goodwill The following table summarizes the changes in the carrying amount of goodwill for the three months ended March 30, 2024: (In thousands) December 31, 2023 Foreign Currency Translation March 30, 2024 Aerospace $ 36,575 $ ( 54 ) $ 36,521 Test Systems 21,635 — 21,635 $ 58,210 $ ( 54 ) $ 58,156 13 Table of Contents 7) Long-term Debt and Notes Payable The Company amended the existing revolving credit facility 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 must 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. On March 27, 2024, the Company executed an amendment to the ABL Revolving Credit Facility, extending a temporary increase to the maximum aggregate amount that the Company can borrow under the revolving credit line by $ 5 million from $ 115 million to $ 120 million until May 15, 2024, at which time the limit is to return 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 and any cash balances subject to the dominion arrangement collateralize the outstanding borrowings under the ABL Revolving Credit Facility. Eligible cash balances that have not yet been applied to outstanding debt balances are classified as restricted cash in the accompanying Consolidated Condensed 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 30, 2024, and $ 10 million thereafter. On March 30, 2024, there was $ 83.4 million outstanding on the ABL Revolving Credit Facility and there remained $ 36.3 million available, net of outstanding letters of credit (though subject to the minimum liquidity requirement). The Company also entered into a $ 90 million asset-based 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, if 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 must 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 in June 2023 and $ 0.9 million, which is due 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, 0.542 % per month for the period July 1, 2023 through September 1, 2023 and 0.833 % monthly thereafter. Total scheduled principal payments of $ 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 March 30, 2024. The interest rate on current maturities of long-debt is variable at SOFR plus 8.75 % and was 14.2 % at March 30, 2024. The remaining balance of $ 74.3 million as of March 30, 2024, is recorded as long-term in the accompanying Consolidated Condensed Balance Sheet. Pursuant to the ABL Revolving Credit Facility and the Term Loan Facility, as amended in March 2024, the Company was required to comply with a minimum trailing four quarter Adjusted EBITDA, as defined in the amended ABL Revolving Credit Facility and Term Loan Facility Agreements, of $ 45.3 million in the Company’s first quarter of 2024, increasing to $ 48.0 million in the second quarter of 2024, $ 67.1 million in the third quarter of 2024 and $ 70 million thereafter. 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. No such amounts were payable for the year ended December 31, 2023. 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 excess cash flow repayment provisions, restrictions on additional indebtedness, share repurchases and dividend payments, and a limitation on capital expenditures. The Company was in compliance with debt covenants under the ABL Revolving Credit Facility and Term Loan Facility as of and for the quarter ended March 30, 2024. The Company incurred $ 0.8 million in incremental debt issuance costs related to the new facilities during the three months ended March 30, 2024, 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 ($ 1.8 million as of March 30, 2024) are recorded within Other Assets and those associated with the Term Loan Facility ($ 4.5 million as of March 30, 2024) 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. 14 Table of Contents 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 to expedite receivable collections. 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: Three Months Ended (In thousands) March 30, 2024 April 1, 2023 Balance at Beginning of Period $ 9,751 $ 8,009 Warranties Issued 1,489 780 Warranties Settled ( 746 ) ( 1,337 ) Reassessed Warranty Exposure 28 ( 51 ) Balance at End of Period $ 10,522 $ 7,401 9) Income Taxes The effective tax rates were approximately 29.8 % and ( 41.3 )% for the three months ended March 30, 2024 and April 1, 2023, 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 2024 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 2024. In addition, the tax rate in the 2024 period was also impacted by state income taxes and the federal research and development credit expected for 2024. 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, are 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 its 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, 2023 and 2022, 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 March 30, 2024. 15 Table of Contents 10) Earnings Per Share Basic and diluted weighted-average shares outstanding are as follows: Three Months Ended (In thousands) March 30, 2024 April 1, 2023 Weighted Average Shares - Basic 34,863 32,505 Net Effect of Dilutive Stock Awards — — Weighted Average Shares - Diluted 34,863 32,505 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 Company incurred a net loss for the three months ended March 30, 2024 and April 1, 2023, therefore all outstanding stock options and unvested restricted stock units are excluded from the computation of diluted loss per share because the effect of their inclusion would be anti-dilutive. The number of common shares excluded from the computation was approximately 1,043,000 shares as of March 30, 2024 and 962,000 shares as of April 1, 2023. Currently, the Company expects to fund its discretionary 401K contribution and quarterly bonus obligation for the quarter ended March 30, 2024, with treasury stock in lieu of cash. The earnings per share calculation for the quarter ended March 30, 2024, is inclusive of the approximately 0.1 million in shares outstanding for the equivalent shares needed to fulfill the 401K contribution obligation and 0.1 million in shares outstanding for the equivalent shares needed to fulfill the quarterly bonus obligation using the closing share price as of March 30, 2024. 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 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 the reissuance price is included in Retained earnings. During the three month periods ended March 30, 2024 and April 1, 2023, the Company reissued 71,000 and 95,000 treasury shares, respectively, associated with the funding of employer 401K contributions and recorded the difference between the average cost and the reissuance price, $ 0.7 million and $ 1.5 million, respectively, as a reduction to Retained earnings. At-the-Market Equity Offering On August 8, 2023, the Company initiated an at-the-market equity offering program (the “ATM Program”) for the sale from time to time of shares of the Company’s common stock, par value $ 0.01 per share (“Common Stock”) having an aggregate offering price of up to $ 30.0 million. During the three months ended March 30, 2024, the Company did not sell any shares of our common stock under the ATM Program. As of March 30, 2024, the Company had remaining capacity under the ATM Program to sell shares of Common Stock having an aggregate offering price up to approximately $ 8.2 million. Comprehensive (Loss) Income and Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss are as follows: (In thousands) March 30, 2024 December 31, 2023 Foreign Currency Translation Adjustments $ ( 7,107 ) $ ( 6,351 ) Retirement Liability Adjustment – Before Tax ( 5,076 ) ( 5,357 ) Tax Benefit of Retirement Liability Adjustment 2,282 2,282 Retirement Liability Adjustment – After Tax ( 2,794 ) ( 3,075 ) Accumulated Other Comprehensive Loss $ ( 9,901 ) $ ( 9,426 ) 16 Table of Contents The components of other comprehensive (loss) income are as follows: Three Months Ended (In thousands) March 30, 2024 April 1, 2023 Foreign Currency Translation Adjustments $ ( 756 ) $ 224 Retirement Liability Adjustments: Reclassifications to Selling, General and Administrative Expenses: Amortization of Prior Service Cost 97 95 Amortization of Net Actuarial Losses 184 90 Retirement Liability Adjustment 281 185 Other Comprehensive (Loss) Income $ ( 475 ) $ 409 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. Three Months Ended (In thousands) March 30, 2024 April 1, 2023 Service Cost $ — $ 26 Interest Cost 343 325 Amortization of Prior Service Cost 97 95 Amortization of Net Actuarial Losses 184 90 Net Periodic Cost $ 624 $ 536 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 months ended March 30, 2024 and April 1, 2023, 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 (Income), Net. 13) Sales to Major Customers The loss of major customers or a significant reduction in business with a major customer would significantly, and negatively impact our sales and earnings. In the three months ended March 30, 2024 and April 1, 2023, the Company had one customer over 10% of consolidated sales. Sales to The Boeing Company (“Boeing”) accounted for 10.7 % and 10.2 % of sales in the three months ended March 30, 2024 and April 1, 2023, respectively. Accounts receivable from Boeing on March 30, 2024 were approximately $ 17.6 million. 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, 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, 2023. The reserve for the German indirect claim and interest was approximately $ 17.2 million on March 30, 2024 and $ 17.1 million on December 31, 2023. 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 on March 30, 2024 and December 31, 2023. 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. 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 17 Table of Contents of approximately $ 7.3 million and $ 7.4 million as of March 30, 2024 and December 31, 2023, respectively. This variance is due to currency fluctuation and interest accrued. Interest will accrue until the 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 early 2025. Therefore, the liability related to these matters is classified within Accrued Expenses and Other Current Liabilities in the Consolidated Condensed Balance Sheets on March 30, 2024. The liability related to these matters was classified within Other Liabilities (non-current) on December 31, 2023. As previously disclosed, on December 4, 2020, 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 Court upheld the first instance judgment in favor of AES. Lufthansa lodged an appeal before the French Supreme Court; the French Supreme Court will review the Court of Appeal of Paris reasoning around the nullification of one of the claims of the patent. AES filed a brief with the French Supreme Court on January 22, 2024 in response to Lufthansa’s appeal and awaits guidance on further briefing or a decision from the Court. 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 March 30, 2024 or December 31, 2023. There were no other significant developments in any of these matters during the three months ended March 30, 2024. A liability for reimbursement of Lufthansa’s legal expenses associated with the UK matter was approximately $ 0.7 million on March 30, 2024 and December 31, 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 March 30, 2024 and December 31, 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 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 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. The PTAB issued its decision on July 20, 2022, in which it invalidated all of Teradyne’s patent claims. Teradyne did not appeal the decision. On June 5, 2023, the parties attended a court-ordered mediation but did not reach a settlement. After the mediation, Teradyne agreed to drop its remaining state law claims in exchange for ATS dropping one of its defenses, leaving only its copyright claim. On December 7, 2023, the District Court granted ATS’s motion for summary judgment on its affirmative defense of fair use. The Court subsequently entered final judgment in favor of ATS on December 14, 2023. Teradyne filed a Notice of Appeal to the Ninth Circuit Court of Appeals on January 12, 2024. Teradyne’s opening brief on its appeal was filed on April 9, 2024 with ATS’s answering brief due on May 9, 2024, though that may be extended. No amounts have been accrued for this matter in the March 30, 2024, or December 31, 2023 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 15) Segment Information Below are the sales and operating profit by segment for the three months ended March 30, 2024 and April 1, 2023, and a reconciliation of segment operating profit to loss before income taxes. Operating profit 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. Three Months Ended (In thousands) March 30, 2024 April 1, 2023 Sales: Aerospace $ 163,675 $ 135,715 Less Inter-segment Sales ( 37 ) ( 118 ) Total Aerospace Sales 163,638 135,597 Test Systems 21,436 20,941 Less Inter-segment Sales — — Total Test Systems Sales 21,436 20,941 Total Consolidated Sales $ 185,074 $ 156,538 Segment Measure of Operating Profit and Margins Aerospace $ 12,097 $ 4,087 7.4 % 3.0 % Test Systems ( 3,079 ) ( 597 ) ( 14.4 ) % ( 2.9 ) % Total Segment Measure of Operating Profit 9,018 3,490 4.9 % 2.2 % Deductions from Segment Measure of Operating Profit: Net Gain on Sale of Business — ( 3,427 ) Interest Expense, Net of Interest Income 5,759 5,470 Corporate Expenses and Other 7,788 4,572 Loss Before Income Taxes $ ( 4,529 ) $ ( 3,125 ) During the three months ended April 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 Test Systems’ operating loss for the period. Corporate expenses and other for the three months ended April 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 Expense (Income), Net in the Consolidated Condensed Statement of Operations. Total Assets: (In thousands) March 30, 2024 December 31, 2023 Aerospace $ 490,506 $ 493,660 Test Systems 126,008 122,681 Corporate 13,450 17,451 Total Assets $ 629,964 $ 633,792 16) Fair Value There were no financial assets or liabilities carried at fair value measured on a recurring basis on March 30, 2024 or December 31, 2023. There were no non-recurring fair value measurements performed in the three months ended March 30, 2024 and April 1, 2023. 19 Table of Contents 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. 17) Subsequent Events Shortly after the quarter ended, the Test Systems segment implemented restructuring initiatives to align the workforce and management structure with near-term revenue expectations and operational needs. These initiatives are expected to provide annualized savings of approximately $ 4 million, beginning with the third quarter. 20 Table of Contents