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Item 2. Management’s Discussion and Analysis

2024-11-07 compared with 2024-08-05 · 133 added, 123 removed, 165 unchanged (61% of the section changed)

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Our ABL Revolving Credit Facility and Term Loan Facility each subject us to various financial and other affirmative and negative covenants with which we must comply on an ongoing or periodic basis.

These include financial covenants pertaining to minimum liquidity requirements and minimum fixed charge coverage ratio requirements.

These include financial covenants pertaining to minimum excess availability requirements and minimum fixed charge coverage ratio requirements.

An unexpected decline in our revenues or operating income, including occurring as a result of events beyond our control, could cause us to violate our financial covenants.

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While the Company expects to remain in compliance with the required financial covenants for the duration of the agreements, any unexpected negative impacts to our business, including as a result of declines in aircraft production rates from expectations or production delays resulting from regulatory actions or labor strikes affecting OEMs or subsidiaries of the Company, additional supply chain pressures, the timing of customer orders, and our ability to meet customer delivery schedules, or labor availability and cost pressures, could result in lower revenues and reduced financial profits, and, as a result thereof, our inability to satisfy the financial covenants in our ABL Revolving Credit Facility and Term Loan Facility.

Challenges affecting the commercial aviation industry or key participants can adversely impact the demand for our products and services, the timing of orders, deliveries and related payments and other factors.

We are monitoring the production and other challenges at The Boeing Company, including the recent strike, and we continue to align with them on production expectations and assess potential impacts to our business.

The impacts from the strike to our revenues, earnings and cash flows for the three and nine months ended September 28, 2024 have not been significant.

We are monitoring the ongoing conflict between Russia and Ukraine and the related export controls and financial and economic sanctions imposed on certain industry sectors, including the aviation sector, and parties in Russia by the U.S., the U.K., the European Union and others.

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The Company recorded the gain and received the payment in the first quarter of 2023.

In October 2024, a customer reported within the Aerospace segment declared bankruptcy.

As a result, the Company recorded a full reserve of $0.8 million for outstanding receivables, a reserve of $0.9 million for inventory and $0.5 million for impairment of fixed assets.

The reserves are non-cash in the current quarter and year to date, as the associated assets existed prior to 2024.

In the third quarter of 2023, a 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 and $3.6 million for inventory in the prior year periods.

CONSOLIDATED RESULTS OF OPERATIONS

Six Months Ended Three Months Ended

($ in thousands) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Nine Months Ended Three Months Ended

($ in thousands) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Sales $ 586,886 $ 493,914 $ 203,698 $ 162,922

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Net Gain on Sale of Business $ — $ (3,427) $ — $ —

Loss on Extinguishment of Debt $ 6,987 $ — $ 6,987 $ —

Interest Expense, Net $ 17,832 $ 17,381 $ 6,217 $ 5,991

Effective Tax Rate (58.5) % (19.9) % (126.9) % 18.4 %

Net (Loss) Income $ (1,645) $ (16,414) $ 1,533 $ (11,999)

Net Loss $ (13,383) $ (33,397) $ (11,738) $ (16,983)

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

CONSOLIDATED SECOND QUARTER RESULTS

CONSOLIDATED THIRD QUARTER RESULTS

Consolidated sales were up $40.8 million, or 25.0%.

Aerospace sales increased $35.5 million and Test Systems sales increased $5.3 million.

Consolidated cost of products sold in the second quarter of 2024 was $156.8 million, compared with $141.8 million in the prior-year period.

The increase was primarily due to higher sales volume, coupled with $2.0 million in bonus expense as the Company’s incentive programs resumed in 2024.

Selling, general and administrative (“SG&A”) expenses were $33.8 million in the second quarter of 2024 compared with $30.3 million in the prior-year period primarily due to increased wages and benefits, including an increase of bonus expense recorded in SG&A of $2.0 million.

Consolidated net income was $1.5 million, or $0.04 per diluted share, measurably improved compared with net loss of $12.0 million, or $0.37 per diluted share, in the prior year.

Tax benefit in the quarter was $0.3 million, compared with tax expense of $8.1 million in the prior year.

Consolidated cost of products sold in the third quarter of 2024 was $161.0 million, compared with $142.3 million in the prior-year period.

The increase was primarily due to higher sales volume coupled with $2.5 million for resumed incentive programs, a $3.5 million atypical warranty reserve related to a new product launch that requires a field modification and a $3.2 million increase in non-bankruptcy related inventory reserves, offset by a decrease in non-cash reserves associated with customer bankruptcies previously discussed of $2.7 million.

Selling, general and administrative (“SG&A”) expenses were $34.4 million in the third quarter of 2024 compared with $35.1 million in the prior-year period.

The current year was affected by increased wages and benefits, including $2.0 million for resumed incentive programs, and an increase of $1.9 million in litigation-related legal expenses and reserve adjustments in 2024.

The prior year was negatively impacted by a $7.5 million reserve for accounts receivable compared to a $1.3 million reserve for accounts receivable and fixed asset impairments in the current quarter associated with customer bankruptcies previously discussed.

Third quarter 2024 expenses included a $3.2 million call premium on the previous term loan and the write-off of $3.8 million of associated deferred financing costs.

The $7.0 million total has been reflected as Loss on Extinguishment of Debt.

Tax expense in the quarter was $6.6 million, primarily due to a valuation allowance applied against the deferred tax asset associated with research and development costs that are required to be capitalized for tax purposes.

Consolidated net loss was $11.7 million, or $0.34 per diluted share, compared with net loss of $17.0 million, or $0.51 per diluted share, in the prior year.

Bookings were $189.2 million in the quarter resulting in a book-to-bill ratio of 0.93:1.

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The prior-year period Test Systems sales benefited from the reversal of a $5.8 million deferred revenue liability recorded with a previous acquisition.

Consolidated cost of products sold in the first half of 2024 was $307.6 million, compared with $270.8 million in the prior-year period.

The increase was primarily due to higher volume, coupled with $3.8 million in bonus expense recorded to cost of products sold as the Company’s incentive programs resumed in 2024.

SG&A expenses were $66.3 million in the first half of 2024 compared with $60.2 million in the prior-year period primarily due to increased wages and benefits, including an increase in bonus expense recorded in SG&A of $3.9 million.

Consolidated cost of products sold in the 2024 was $468.6 million, compared with $413.1 million in the prior-year period.

The increase was primarily due to higher volume, coupled with $6.2 million for resumed incentive programs, a $3.5 million warranty reserve previously mentioned and a $3.4 million increase in non-bankruptcy related inventory reserves, offset by a decrease in non-cash reserves associated with customer bankruptcies previously discussed of $2.7 million.

SG&A expenses were $100.7 million in the 2024 compared with $95.3 million in the prior-year period.

The current year was affected by increased wages and benefits, including $5.9 million related for resumed incentive programs, and an increase of $1.9 million in litigation-related legal expenses and reserve adjustments in 2024.

The increase in SG&A expenses was offset by a decrease in non-cash reserves associated with customer bankruptcies previously discussed of $6.2 million.

The expenses in the current year include the $7.0 million Loss on Extinguishment of Debt described above.

In the prior year period, the Company recognized a $3.4 million gain from the final earnout payment for the 2019 sale of its semiconductor test business, as well as $1.8 million within Other Income associated with the reversal of a liability related to an equity investment.

Tax expense in the current period was $4.9 million, compared with tax expense of $5.6 million in the prior year.

Consolidated net loss was $13.4 million, or $0.38 per diluted share, compared with net loss of $33.4 million, or $1.02 per diluted share, in the prior year.

Tax benefit in the current period was $1.6 million, compared with tax expense of $9.4 million in the prior year.

SEGMENT RESULTS OF OPERATIONS

Operating profit, as presented below, is sales less cost of products sold and other operating expenses, excluding interest expense, other corporate expenses and other non-operating sales and expenses.

Cost of products sold and other operating expenses are directly identifiable to the respective segment.

Operating profit is reconciled to (loss) income before income taxes in Note 15 of the Notes to Consolidated Condensed Financial Statements included in this report.

Operating profit (loss), as presented below, is sales less cost of products sold and other operating expenses, excluding interest expense, other corporate expenses and other non-operating sales and expenses.

Cost of products sold and other operating

expenses are directly identifiable to the respective segment.

Operating profit (loss) is reconciled to loss before income taxes in Note 15 of the Notes to Consolidated Condensed Financial Statements included in this report.

AEROSPACE SEGMENT

Six Months Ended Three Months Ended

($ in thousands) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Nine Months Ended Three Months Ended

($ in thousands) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Sales $ 518,187 $ 436,217 $ 177,564 $ 142,116

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$ 518,135 $ 436,083 $ 177,554 $ 142,104

Operating Profit $ 31,377 $ 17,806 $ 19,280 $ 13,719

Operating Profit (Loss) $ 45,628 $ 10,342 $ 14,251 $ (7,464)

Operating Margin 8.8 % 2.4 % 8.0 % (5.3) %

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$ 518,135 $ 436,083 $ 177,554 $ 142,104

(In thousands) June 29, 2024 December 31, 2023

(In thousands) September 28, 2024 December 31, 2023

$ 508,514 $ 493,660

$ 543,638 $ 511,540

AEROSPACE SECOND QUARTER RESULTS

The backlog on September 28, 2024 and December 31, 2023 excludes backlog associated with the customer bankruptcy referred to previously.

AEROSPACE THIRD QUARTER RESULTS

Aerospace segment sales increased $35.5 million, or 24.9%, to $177.6 million.

The improvement was driven by a 31.6% increase, or $32.1 million, in Commercial Transport sales.

Sales to this market were $128.4 million, or 64.8% of consolidated sales in the quarter, compared with $112.1 million, or 64.3% of consolidated sales in the second quarter of 2023.

Higher airline spending drove increased demand.

Military Aircraft sales increased $11.2 million, or 82.4%, to $24.8 million, driven by progress on the FLRAA program as well as higher sales of lighting, safety and avionics products for military aircraft.

General Aviation sales decreased $6.0 million, or 24.0%, to $19.0 million due to lower antenna and VVIP sales.

Aerospace segment operating profit of $19.3 million grew 41% compared with operating profit of $13.7 million in the same period last year.

As a percent of sales, operating margin expanded to 10.9%, or 220 basis points over the prior-year period.

Operating margin expansion reflects the leverage gained on higher volume and improving production efficiencies.

Operating profit in the second quarter of 2024 was impacted by a $3.0 million increase in litigation-related legal expenses and reserve adjustments related to an ongoing patent dispute and $2.9 million related to the resumption of the Company’s incentive programs.

Sales to this market were $133.9 million, or 65.8% of consolidated sales in the quarter, compared with $101.7 million, or 62.5% of consolidated sales in the third quarter of 2023.

Growth was primarily related to increased demand by airlines for inflight entertainment & connectivity (“IFEC”) products which are in the Electrical Power & Motion and Avionics product groups.

Military Aircraft sales increased $5.0 million, or 30.0%, to $21.7 million, driven by progress on the FLRAA program.

General Aviation sales increased $1.9 million, or 11.6%, to $18.1 million due to higher VVIP sales.

Other sales decreased $3.6 million as the Company is winding down its non-core contract manufacturing arrangements.

Aerospace segment operating profit of $14.3 million was up $21.7 million compared with operating loss of $7.5 million in the same period last year.

Operating margin was 8.0% reflecting the leverage gained on higher volume and improving production efficiencies.

The segment’s operating profit in the third quarter of 2024 was impacted by $3.5 million in warranty expense related to the previously-mentioned field modification, $5.1 million in litigation-related legal expenses and reserve adjustments related to an

ongoing patent dispute, $3.9 million in inventory reserves, and $3.2 million in compensation expense related to the resumption of the Company’s incentive programs, and a non-cash reserve associated with a customer bankruptcy of $2.2 million.

Aerospace bookings were $173.6 million for a book-to-bill ratio of 0.98:1.

Backlog for the Aerospace segment was $554.6 million at quarter end.

Backlog for the Aerospace segment was $543.6 million at quarter end and excludes $9.3 million of backlog that was associated with the customer bankruptcy referred to previously.

AEROSPACE YEAR-TO-DATE RESULTS

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The improvement was driven by a 24.6% increase, or $75.7 million, in Commercial Transport sales.

Sales to this market were $249.8 million, or 65.2% of consolidated sales in the first half of 2024, compared with $206.3 million, or 62.3% of consolidated sales in the same period of 2023.

Sales to this market were $383.7 million, or 65.4% of consolidated sales in 2024, compared with $308.0 million, or 62.3% of consolidated sales in the same period of 2023.

Higher airline spending drove increased demand.

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General Aviation sales decreased $4.0 million, or 6.6%, to $56.6 million due to lower antenna and VVIP sales.

Aerospace segment operating profit of $31.4 million grew 76% compared with operating profit of $17.8 million in the same period last year.

As a percent of sales, operating margin expanded to 9.2%, or 315 basis points over the prior-year period.

Operating margin expansion reflects the leverage gained on higher volume and improving production efficiencies.

Operating profit in the first half of 2024 was impacted by a $4.9 million increase in litigation-related legal expenses and reserve adjustments related to an ongoing patent dispute and $5.3 million related to the resumption of the Company’s incentive programs.

Other sales decreased $8.8 million as the Company is winding down its non-core contract manufacturing arrangements.

Aerospace segment operating profit of $45.6 million was up $35.3 million compared with operating profit of $10.3 million in the same period last year.

Operating margin improvement reflects the leverage gained on higher volume and improving production efficiencies.

Operating profit in 2024 was impacted by a $4.2 million increase in warranty expense, which was primarily related to the previously-mentioned field modification, an $8.6 million increase in litigation-related legal expenses and reserve adjustments related to an ongoing patent dispute, a $3.9 million increase in inventory reserves and $8.5 million in compensation expense related to the resumption of the Company’s incentive programs, offset by a decrease in non-cash reserves associated with customer bankruptcies of $8.9 million.

TEST SYSTEMS SEGMENT

Six Months Ended Three Months Ended

($ in thousands) June 29, 2024 July 1, 2023 June 29, 2024 July 1, 2023

Nine Months Ended Three Months Ended

($ in thousands) September 28, 2024 September 30, 2023 September 28, 2024 September 30, 2023

Sales $ 68,790 $ 57,831 $ 26,183 $ 20,818

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(In thousands)

June 29, 2024 December 31, 2023

September 28, 2024 December 31, 2023

$ 127,839 $ 122,681

Backlog $ 68,227 $ 75,036

TEST SYSTEMS SECOND QUARTER RESULTS

TEST SYSTEMS THIRD QUARTER RESULTS

Test Systems segment sales were $26.1 million, up $5.3 million.

The improvement was driven by radio test sales following the award of the U.S.

Army TS-4549/T contract, which contributed $7.2 million in sales during the quarter.

However, sales were negatively impacted by $3.5 million due to a revision of estimated costs to complete certain long-term mass transit Test contracts.

The revision resulted in reduced revenue recognized in the period due to lower estimates of the percentage of work completed on the programs.

Test Systems segment operating loss was $5.3 million, compared to operating loss of $6.1 million in the second quarter of 2023.

The positive margin realized on the Army contract was offset by $3.5 million related to the revision of estimated costs noted above.

Additionally, Test Systems continues to be negatively affected by mix and under absorption of fixed costs due to current volume.

In April 2024, the Test Systems segment implemented restructuring initiatives to align the workforce and management structure with near-term revenue expectations and operational needs resulting in $0.7 million in severance expense recognized during the second quarter.

As part of the restructuring the Test business closed an operation in Kilgore, TX, simplifying its operations.

We expect to realize annual savings of approximately $4 million from these activities, beginning in the third quarter.

Bookings for the Test Systems segment in the quarter were $26.4 million, including a $15.5 million initial booking for the U.S.

Army TS-4549/T radio test set program.

The book-to-bill ratio of 1.25:1 for the quarter.

Backlog was $78.8 million at the end of the second quarter of 2024 compared with a backlog of $73.6 million at the end of the previous quarter.

The improvement was driven by the U.S.

Marine Corps’ Handheld Radio Test Sets (“HHRTS”) and the U.S.

Army’s TS-4549/T programs, which contributed $5.3 million and $1.2 million, respectively, in sales during the quarter.

Test Systems segment operating loss was near break-even, compared with operating loss of $1.8 million in the third quarter of 2023.

The improvement was the result of lower litigation-related legal expenses, partially offset by additional compensation expense from the resumption of the Company’s incentive programs.

Test Systems continues to be negatively affected by mix and under absorption of fixed costs at current volume levels.

Additional restructuring initiatives were implemented in the 2024 fourth quarter.

In October 2024, the Company offered a voluntary separation program which is currently expected to provide annualized savings of approximately $2 million, beginning in the first quarter of 2025.

The Company expects to record severance expense of approximately $1 million in the fourth quarter of 2024 related to this initiative.

Bookings for the Test Systems segment in the quarter were $15.6 million.

The book-to-bill ratio was 0.60:1 for the quarter.

Backlog for the Test Systems segment was $68.2 million at quarter end.

TEST SYSTEMS YEAR-TO-DATE RESULTS

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The prior-year period sales benefited from the reversal of a $5.8 million deferred revenue liability recorded with a previous acquisition.

Test Systems segment operating loss was $8.4 million, compared to operating loss of $6.7 million in the first half of 2023.

Test Systems segment operating loss was $8.4 million, compared to operating loss of $8.5 million in 2023.

Test Systems operating loss for the prior-year period benefited from the $5.8 million sales adjustment resulting from the reversal of the deferred revenue liability.

The first half of 2024 benefited from the margin realized on the TS-4549/T sales and a $5.0 million decrease in litigation-related expenses, however Test Systems’ operating loss continues to be negatively affected by mix and under absorption of fixed costs due to low volume, the resumption of the Company’s incentive programs which was $1.1 million, and the revision of estimated costs on certain long-term mass transit contracts discussed above, which resulted in a $3.5 million reversal of revenue.

The first nine months of 2024 benefited from the margin realized on the HHRTS and TS-4549/T sales and a $6.7 million decrease in litigation-related expenses, however Test Systems’ operating performance continues to be negatively affected by mix and under absorption of fixed costs due to low volume, the resumption of the Company’s incentive programs, and the revision of estimated costs on certain long-term mass transit contracts discussed above, which resulted in a $3.5 million reversal of revenue.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities:

Cash used for operating activities totaled $4.2 million for the first six months of 2024, as compared with $21.2 million cash used for operating activities during the same period in 2023.

Cash flow used for operating activities decreased compared with the same period of 2023 primarily related to improvement in our financial results, coupled with accounts receivable and inventory using less cash as supply chain challenges have improved.

Cash provided by operating activities totaled $4.1 million for the first nine months of 2024, as compared with $22.3 million cash used for operating activities during the same period in 2023.

Cash flow from operating activities increased compared with the same period of 2023 primarily resulting from the improvement in our operating results, driven by higher sales.

Investing Activities:

Cash used for investing activities was $3.4 million for the first six months of 2024 compared with $0.4 million in cash used for investing activities in the same period of 2023.

Cash used for investing activities was $5.2 million for the first nine months of 2024 compared with $2.6 million in cash used for investing activities in the same period of 2023.

Investing cash flows in 2023 were positively impacted by the receipt of $3.4 million received in the prior year related to the calendar 2022 earnout.

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Financing Activities:

Cash provided by financing activities totaled $0.8 million for the first six months of 2024, as compared with cash provided by financing activities of $11.9 million during the same period in 2023.

The Company made net borrowings under our credit facilities of $5.9 million in the first six months of 2024 compared with net borrowings of $19.0 million in the same period in 2023.

The Company made cash payments related to the employee tax obligations related to the equity-based compensation and bonuses of $3.2 million and $0.6 million in the current year and prior year, respectively.

The Company also benefited from a decrease in costs associated with amending and refinancing our credit facilities in the current year to date.

The Company's long-term debt at June 29, 2024 and December 31, 2023 consisted of borrowings under its Sixth Amended and Restated Credit Agreement (the “ABL Revolving Credit Facility”) which was entered into on January 19, 2023.

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 was January 19, 2026.

Under the terms of the ABL Revolving Credit Facility, the Company paid interest on the unpaid principal amount of the facility at a rate equal to SOFR (which was required to be at least 1.00%) plus 2.25% to 2.75%.

The Company was required to 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.

Cash used for financing activities totaled $3.9 million for the first nine months of 2024, as compared with cash provided by financing activities of $18.8 million during the same period in 2023.

The Company made net borrowings under our credit facilities of $8.5 million in the first nine months of 2024 compared with net borrowings of $9.7 million in the same period in 2023.

The Company amended the existing revolving credit facility on July 11, 2024 by entering into the Seventh 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 pursuant to the revolving credit line at $200 million, with borrowings subject to a borrowing base determined primarily by inventory, accounts receivable, machinery and equipment and real estate.

The maturity date of borrowings under the ABL Revolving Credit Facility is July 11, 2027.

Under the terms of the ABL Revolving Credit Facility, the Company pays interest on the unpaid principal amount of the credit facility at a rate equal to SOFR plus a term SOFR adjustment in the amount of 0.10% per annum (which collectively shall be at least 1.00%) plus an applicable margin ranging from 2.50% to 3.00% determined based upon the Company’s excess availability (as defined in the ABL Revolving Credit Facility).

The Company is required to pay a quarterly commitment fee under the ABL Revolving Credit Facility on undrawn revolving credit commitments in an amount equal to 0.25% or 0.375% based on the Company’s average excess availability under the credit facility.

On September 28, 2024, there was $126.0 million outstanding on the ABL Revolving Credit Facility and there remained $70.9 million available, net of outstanding letters of credit.

The Company also entered into a $55 million Term Loan Facility on July 11, 2024.

The Term Loan Facility is secured primarily by the Company’s intellectual property and equity interests of the Company’s subsidiaries.

The maturity date of the Term Loan Facility is July 11, 2027.

The Company pays interest under the Term Loan Facility at a rate equal to SOFR plus a term SOFR adjustment in the amount of 0.10% per annum (which collectively shall be at least 1.00%) plus an applicable margin ranging from 5.50% to 6.75% determined based upon the Company’s consolidated leverage ratio (as defined in the Term Loan Facility).

The Company paid a commitment fee to the lenders under the Term Loan Facility in the amount of 2.0%

of the total aggregate commitment.

The Company is required to repay the principal amount of the term loans under the Term Loan Facility in quarterly installments on the last day of each fiscal quarter in an amount equal to $0.1 million.

The principal amount of the Term Loan Facility amortizes at a rate of 1.00% (or approximately $0.6 million) per year.

The Term Loan Facility is subject to a call premium of 3.00% if called prior to January 12, 2026, and 0.00% thereafter until the maturity date on July 11, 2027.

The Company has the option to prepay the outstanding amounts under the Term Loan Facility up to $12.0 million without penalty.

Total payments of $0.6 million are payable over the next twelve months, including the annual amortization of the Term Loan Facility, and as such, have been classified as current in the accompanying Consolidated Condensed Balance Sheet as of September 28, 2024.

The interest rate on current maturities of long-debt was 8.2% at September 28, 2024 and 14.2% at December 31, 2023.

The remaining balance of $54.5 million under the Term Loan Facility as of September 28, 2024, is recorded as long-term in the accompanying Consolidated Condensed Balance Sheet.

The Company repaid in full all outstanding indebtedness under the original term loan facility dated as of January 19, 2023.

The payoff amount of approximately $84.5 million consisted of a repayment of the principal amount of approximately $80.3 million, plus accrued but unpaid interest, fees and expenses, including a call premium of 4.00% (or approximately $3.2 million) which satisfied all of the Company’s indebtedness obligations thereunder.

The Company funded the repayment of its obligations under the previous agreement with borrowings under the ABL Revolving Credit Facility and the Term Loan Facility.

The Company incurred $5.9 million in incremental debt issuance costs during the nine months ended September 28, 2024, allocated between the original and revised ABL Revolving Credit Facilities and the original and revised Term Loan Facilities.

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 ($2.8 million as of September 28, 2024) are recorded within Other Assets and those associated with the Term Loan Facility ($2.0 million as of September 28, 2024) are recorded as a reduction of the carrying value of the debt on the Consolidated Condensed Balance Sheet.

In the three and nine months ended September 28, 2024, the Company recorded a loss on extinguishment of the debt of approximately $7.0 million below Income from Operations, which was comprised of the $3.2 million prepayment fee on the previous term loan and a write-off of $3.8 million of unamortized deferred financing costs.

The Company also had a write-off of deferred financing costs of approximately $0.5 million related to the exiting ABL lender in Interest Expense within the Consolidated Condensed Statements of Operations.

Certain of the Company’s subsidiaries are borrowers under the ABL Revolving Credit Facility and the Term Loan Facility and the assets of such subsidiaries also secure the obligations under the Restated Agreement and the Term Loan Facility.

Pursuant to the ABL Revolving Credit Facility and the Term Loan Facility, the Company is subject to a minimum fixed charge coverage ratio of 1.10 to 1.00.

The Company is also required to maintain minimum excess availability of the greater of 10% of the borrowing base under the ABL Revolving Credit Facility, or $15.0 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 was also required to maintain minimum excess availability of $10 million for the quarter ended June 29, 2024.

On June 29, 2024, there was $97.4 million outstanding on the ABL Revolving Credit Facility and there remained $17.3 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 was secured primarily by fixed assets, real estate and intellectual property.

The maturity date of the Term Loan Facility was the

earlier of the stated maturity date of the ABL Revolving Credit Facility or January 19, 2027, if the ABL Revolving Credit Facility was extended beyond that date.

The Company paid interest under the Term Loan Facility at a rate equal to SOFR (which was required to be at least 2.50%) plus 8.75%.

The Company was required to 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 was paid in June 2024.

Amortization of the principal under the Term Loan Facility began 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.

Pursuant to the ABL Revolving Credit Facility and the Term Loan Facility, the Company was required to comply with a minimum trailing four quarter Adjusted EBITDA, as defined in the ABL Revolving Credit Facility and Term Loan Facility Agreements, of $48.0 million in the second quarter of 2024, increasing thereafter.

Mandatory prepayment of a portion of excess cash flow, as defined by the Term Loan Facility, was 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.

The Company was subject to a minimum fixed charge coverage ratio of 1.10 to 1.00.

Further, the Company was 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 June 29, 2024.

The Company amended its existing ABL Revolving Credit Facility on July 11, 2024 by entering into the Seventh Amended and Restated Credit Agreement (the “Restated ABL Agreement”).

The Restated ABL Agreement increased the maximum aggregate amount that the Company can borrow pursuant to the revolving credit line thereunder to $200 million from $115 million, with borrowings subject to a borrowing base determined primarily by inventory, accounts receivable, machinery and equipment and real estate.

The Restated ABL Agreement extended the scheduled maturity date for the credit facility from January 19, 2026 to July 11, 2027.

Under the terms of the Restated ABL Agreement, the Company will now pay interest on the unpaid principal amount of the credit facility at a rate equal to SOFR plus a term SOFR adjustment in the amount of 0.10% per annum (which collectively shall be at least 1.00%) plus an applicable margin ranging from 2.50% to 3.00% determined based upon the Company’s excess availability (as defined in the Restated ABL Agreement).

The Company will pay a quarterly commitment fee under the Restated ABL Agreement on undrawn revolving credit commitments in an amount equal to 0.25% or 0.375% based on the Company’s average excess availability under the credit facility.

The Company also entered into a $55 million Term Loan Facility (the “Revised Term Loan Facility”) on July 11, 2024.

The Revised Term Loan Facility is secured primarily by the Company’s intellectual property and equity interests of the Company’s subsidiaries.

The maturity date of the Revised Term Loan Facility is July 11, 2027.

The Company will pay interest under the Revised Term Loan Facility at a rate equal to SOFR plus a term SOFR adjustment in the amount of 0.10% per annum (which collectively shall be at least 1.00%) plus an applicable margin ranging from 5.50% to 6.75% determined based upon the Company’s consolidated leverage ratio (as defined in the Revised Term Loan Facility).

The Company will pay a commitment fee to the lenders under the Revised Term Loan Facility in the amount of 2.0% of the total aggregate commitment.

The Company is required to repay the principal amount of the term loans under the Revised Term Loan Facility in quarterly installments on the last day of each fiscal quarter in an amount equal to $137,500.

The principal amount of the Revised Term Loan Facility will amortize at a rate of 1.00% (or approximately $550,000) per year.

The Company is required to pay a call premium of $3.2 million in conjunction with the repayment of the original Term Loan Facility.

Total payments of $1.3 million are payable over the next twelve months, including the annual amortization of the Revised Term Loan Facility and the final monthly $0.8 million payment due under the Term Loan Facility prior to its termination, and as such, have been classified as current in the accompanying Consolidated Condensed Balance Sheet as of June 29, 2024.

The interest rate on current maturities of long-debt is variable at SOFR plus 8.75% and was 14.2% at June 29, 2024 and December 31, 2023.

The remaining balance of $79.7 million under the Term Loan Facility as of June 29, 2024, is recorded as long-term in the accompanying Consolidated Condensed Balance Sheet.

The Company incurred $1.7 million in incremental debt issuance costs during the six months ended June 29, 2024, allocated between the original and Restated ABL Revolving Credit Facilities and the original and Revised Term Loan Facilities.

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 June 29, 2024) are recorded within Other Assets and those associated with the Term Loan Facility ($4.5 million as of June 29, 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 under the Restated ABL Agreement and the Revised Term Loan Facility and the assets of such subsidiaries also secure the obligations under the Restated Agreement and the Term Loan Facility.

Pursuant to the Restated ABL Agreement and the Revised Term Loan Facility, the Company is subject to a minimum fixed charge coverage ratio of 1.10 to 1.00.

The Company is also required to maintain minimum excess availability of the greater of 10% of the borrowing base under the Restated Agreement, or $15.0 million.

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.

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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 having an aggregate offering price of up to $30 million.

Shares of Common Stock under the ATM Program are offered using Wells Fargo Securities, LLC and HSBC Securities (USA) Inc., as sales agents (the “Sales Agents” and each a “Sales Agent”), pursuant to the equity distribution agreement, dated August 8, 2023, by and among the Company and the Sales Agents.

The Company currently is obligated to use the net proceeds from any sale of shares of common stock pursuant to the ATM Program to pay down the outstanding principal amount of, and any unpaid interest on, the ABL Revolving Credit Facility.

However, any principal amount paid down on our ABL Revolving Credit Facility using the proceeds of the ATM Program will be, subject to compliance with the requirements and conditions set forth in the ABL Revolving Credit Facility, available to be reborrowed by the Company and used for, among other items, working capital and general corporate purposes.

If the outstanding principal amount balance of the ABL Revolving Credit Facility has been reduced to zero, then the Company intends to use the net proceeds of the ATM Program for general corporate purposes.

During the three and six months ended June 29, 2024, the Company did not sell any shares of our common stock under the ATM Program.

As of June 29, 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.

During the three and nine months ended September 28, 2024, the Company did not sell any shares of our common stock under the ATM Program.

During the three and nine months ended September 30, 2023, the Company sold 834,228 shares of our common stock under the ATM Program.

The Company generated $13.9 million in aggregate gross proceeds from sales under

the ATM Program at an average sale price of $16.70 per share.

Aggregate net proceeds from the ATM Program were $13.6 million after deducting related expenses, including commissions to the Sales Agents and issuance costs.

Of this amount, $13.1 million in net cash proceeds were received in the three and nine months ended September 30, 2023, with the remainder received in October 2023.

As of September 28, 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.

Cash on hand at the end of the quarter was $6.4 million.

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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.

The Company may also utilize available capacity under the Restated ABL Agreement.

The Company may also utilize available capacity under the ABL Revolving Credit Facility.

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.

Lufthansa Technik AG (“Lufthansa”) filed actions in Germany, the United Kingdom (“UK”) and France.

These matters are more fully discussed in Note 14 of our Consolidated Financial Statements in Part 1, Item 1, Financial Information of this report, and Risk Factors in Part 2, Item 1a, Other Information of this report.

In the matter before the UK High Court of Justice, Lufthansa is seeking damages significantly higher than the amount which has been accrued as a liability by the Company.

While we believe we have valid defenses and are vigorously defending all such litigation and proceedings, based upon the outcome of the damages trial this may have a material impact on the Company’s liquidity and cash flows in future periods, but the extent of the impact, if any, will not be known until the judgment is released.

The Company is performing scenario planning to accommodate the range of potential outcomes.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any material off balance sheet arrangements that have or are reasonably likely to have a material future effect on our results of operations or financial condition.

The Company’s backlog on June 29, 2024 was $633.4 million compared with $592.3 million on December 31, 2023 and $611.1 million on July 1, 2023.

The Company’s backlog on September 28, 2024 was $611.9 million compared with $586.6 million on December 31, 2023 and $598.6 million on September 30, 2023.

The backlog in each of the periods presented excludes backlog associated with the customer bankruptcy referred to previously.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

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The Company amended its existing ABL Revolving Credit Facility on July 11, 2024 by entering into the Seventh Amended and Restated Credit Agreement.

The Restated ABL Agreement extended the scheduled maturity date for the credit facility from January 19, 2026 to July 11, 2027.

The ABL Revolving Credit Facility increased the maximum aggregate amount that the Company can borrow pursuant to the revolving credit line thereunder to $200 million from $115 million, with borrowings subject to a borrowing base determined primarily by inventory, accounts receivable, machinery and equipment and real estate.

The ABL Revolving Credit Facility extended the scheduled maturity date for the credit facility from January 19, 2026 to July 11, 2027.

Under the terms of the ABL Revolving Credit Facility, the Company will now pay interest on the unpaid principal amount of the credit facility at a rate equal to SOFR plus a term SOFR adjustment in the amount of 0.10% per annum (which collectively shall be at least 1.00%) plus an applicable margin ranging from 2.50% to 3.00% determined based upon the Company’s excess availability (as defined in the ABL Revolving Credit Facility).

The Company will pay a quarterly commitment fee under the ABL Revolving Credit Facility on undrawn revolving credit commitments in an amount equal to 0.25% or 0.375% based on the Company’s average excess availability under the credit facility.

The Company also entered into a $55 million Term Loan Facility on July 11, 2024.

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The maturity date of the Revised Term Loan Facility is July 11, 2027.

The Company will pay interest under the Revised Term Loan Facility at a rate equal to SOFR plus a term SOFR adjustment in the amount of 0.10% per annum (which collectively shall be at least 1.00%)

plus an applicable margin ranging from 5.50% to 6.75% determined based upon the Company’s consolidated leverage ratio (as defined in the Revised Term Loan Facility).

The Company will pay a commitment fee to the lenders under the Revised Term Loan Facility in the amount of 2.0% of the total aggregate commitment.

The principal amount of the Revised Term Loan Facility will amortize at a rate of 1.00% (or approximately $550,000) per year.

The principal amount of the Revised Term Loan Facility will amortize at a rate of 1.00% (or approximately $0.6 million) per year.

The Company repaid in full all outstanding indebtedness under the Term Loan Credit Agreement dated as of January 19, 2023.

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Refer to Note 7 of the Notes to Consolidated Condensed Financial Statements included in this report for additional information regarding the amended and expanded credit agreements.

Risk due to fluctuation in interest rates is a function of the Company’s floating rate debt obligations, which total approximately $178.4 million as of June 29, 2024.

Risk due to fluctuation in interest rates is a function of the Company’s floating rate debt obligations, which total approximately $181.0 million as of September 28, 2024.

A change of 1% in interest rates of all variable rate debt would impact annual net loss by approximately $1.8 million, before income taxes.

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The Company believes that the impact of changes in foreign currency exchange rates in 2024 has not been significant.

The future impacts of the Russia and Ukraine conflict and the COVID-19 pandemic and their residual effects, including economic uncertainty, inflationary environment, and disruption within the global supply chain, labor markets, and aerospace industry, on our business remain uncertain.

As we cannot anticipate the ultimate duration or scope of the Russia-Ukraine war and the COVID-19 pandemic, the ultimate financial impact on our results cannot be reasonably estimated but could be material.

The future impacts of the Russia and Ukraine conflict and the COVID-19 pandemic and the recently resolved Boeing strike and their residual effects, including economic uncertainty, inflationary environment, and disruption within the global supply chain, labor markets, and aerospace industry, on our business remain uncertain.

As we cannot anticipate the ultimate duration or scope of the Russia-Ukraine war, the COVID-19 pandemic or the ramifications of the recently resolved Boeing strike, the ultimate financial impact on our results cannot be reasonably estimated but could be material.

CRITICAL ACCOUNTING POLICIES

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis