Item 1. Financial Statements
Item 1. Financial Statements
ASTRONICS CORPORATION
Consolidated Condensed Balance Sheets
September 27, 2025 with Comparative Figures for December 31, 2024
(Unaudited)
(In thousands)
September 27, 2025 December 31, 2024
Current Assets:
Cash and Cash Equivalents
$ 13,479 $ 9,285
Restricted Cash 6,101 9,143
Accounts Receivable, Net of Allowance for Estimated Credit Losses
188,630 191,446
Inventories
197,290 199,741
Prepaid Expenses and Other Current Assets
27,149 16,557
Total Current Assets
432,649 426,172
Property, Plant and Equipment, Net of Accumulated Depreciation 96,635 80,687
Operating Right-of-Use Assets 33,769 23,609
Other Assets 8,297 7,763
Intangible Assets, Net of Accumulated Amortization 51,083 52,477
Goodwill 59,760 58,056
Total Assets
$ 682,193 $ 648,764
Current Liabilities:
Accounts Payable
$ 51,683 $ 42,960
Current Operating Lease Liabilities 6,019 4,697
Accrued Expenses and Other Current Liabilities
66,597 81,004
Customer Advance Payments and Deferred Revenue
26,709 27,491
Total Current Liabilities
151,008 156,152
Long-term Debt 334,019 168,669
Long-term Operating Lease Liabilities 39,349 20,508
Other Liabilities 48,909 47,338
Total Liabilities 573,285 392,667
Shareholders’ Equity:
Common Stock
381 380
Accumulated Other Comprehensive Loss ( 2,020 ) ( 3,863 )
Other Shareholders’ Equity
110,547 259,580
Total Shareholders’ Equity
108,908 256,097
Total Liabilities and Shareholders’ Equity $ 682,193 $ 648,764
See notes to Consolidated Condensed Financial Statements.
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ASTRONICS CORPORATION
Consolidated Condensed Statements of Operations
Three and Nine Months Ended September 27, 2025 with Comparative Figures for 2024
(Unaudited)
(In thousands, except per share data)
Nine Months Ended Three Months Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Sales $ 622,061 $ 586,886 $ 211,447 $ 203,698
Cost of Products Sold 443,874 428,580 146,936 148,474
Gross Profit 178,187 158,306 64,511 55,224
Research and Development Expenses 32,849 40,018 10,210 12,481
Selling, General and Administrative Expenses 104,388 100,698 31,246 34,369
Income from Operations 40,950 17,590 23,055 8,374
Loss on Settlement of Debt 32,644 6,987 32,644 6,987
Other (Income) Expense, Net ( 562 ) 1,214 ( 185 ) 343
Interest Expense, Net of Interest Income 9,167 17,832 2,920 6,217
Loss Before Income Taxes ( 299 ) ( 8,443 ) ( 12,324 ) ( 5,173 )
(Benefit from) Provision for Income Taxes ( 43 ) 4,940 ( 1,226 ) 6,565
Net Loss $ ( 256 ) $ ( 13,383 ) $ ( 11,098 ) $ ( 11,738 )
Loss Per Share:
Basic
$ ( 0.01 ) $ ( 0.38 ) $ ( 0.31 ) $ ( 0.34 )
Diluted
$ ( 0.01 ) $ ( 0.38 ) $ ( 0.31 ) $ ( 0.34 )
See notes to Consolidated Condensed Financial Statements.
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ASTRONICS CORPORATION
Consolidated Condensed Statements of Comprehensive Income (Loss)
Three and Nine Months Ended September 27, 2025 with Comparative Figures for 2024
(Unaudited)
(In thousands)
Nine Months Ended Three Months Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Net Loss $ ( 256 ) $ ( 13,383 ) $ ( 11,098 ) $ ( 11,738 )
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments
2,552 127 ( 379 ) 1,051
Retirement Liability Adjustment – Net of Tax
( 709 ) 843 ( 237 ) 281
Total Other Comprehensive Income (Loss) 1,843 970 ( 616 ) 1,332
Comprehensive Income (Loss) $ 1,587 $ ( 12,413 ) $ ( 11,714 ) $ ( 10,406 )
See notes to Consolidated Condensed Financial Statements.
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ASTRONICS CORPORATION
Consolidated Condensed Statements of Cash Flows
Nine Months Ended September 27, 2025 with Comparative Figures for 2024
(Unaudited)
Nine Months Ended
(In thousands) September 27, 2025 September 28, 2024
Cash Flows from Operating Activities:
Net Loss $ ( 256 ) $ ( 13,383 )
Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities:
Non-cash items:
Depreciation and Amortization 16,129 18,572
Amortization of Deferred Financing Fees 1,805 2,711
Provisions for Non-cash Losses on Inventory and Receivables 6,062 8,023
Equity-based Compensation Expense 5,341 6,414
Deferred Tax Benefit ( 1,125 ) —
Operating Lease Non-cash Expense 4,659 3,869
Simplification Initiative-related Non-cash Charges 6,229 —
Non-Cash 401K Contribution and Quarterly Bonus Accrual — 3,454
Non-Cash Annual Stock Bonus Accrual — 1,448
Loss on Settlement of Debt 32,644 6,987
Other ( 756 ) 2,899
Changes in Operating Assets and Liabilities Providing (Using) Cash:
Accounts Receivable 5,190 ( 22,712 )
Inventories ( 7,140 ) ( 19,829 )
Accounts Payable 8,271 ( 3,304 )
Accrued Expenses ( 14,719 ) 13,517
Customer Advance Payments and Deferred Revenue ( 2,317 ) ( 2,919 )
Income Taxes ( 11,513 ) 798
Operating Lease Liabilities ( 3,125 ) ( 3,777 )
Tenant Improvement Allowance Refund 3,157 —
Supplemental Retirement Plan Liabilities ( 539 ) ( 309 )
Other Assets and Liabilities ( 825 ) 1,690
Net Cash from Operating Activities 47,172 4,149
Cash Flows from Investing Activities:
Capital Expenditures ( 19,860 ) ( 5,244 )
Acquisition of Business, Net of Cash Acquired ( 4,617 ) —
Net Cash from Investing Activities ( 24,477 ) ( 5,244 )
Cash Flows from Financing Activities:
Proceeds from Long-term Debt 86,143 195,978
Principal Payments on Long-term Debt ( 11,143 ) ( 187,498 )
Proceeds from Issuance of Convertible Debt 225,000 —
Partial Repurchase of 2030 Notes ( 285,752 ) —
Payments for Capped Call Transactions ( 26,888 ) —
Financing-related Costs ( 8,127 ) ( 9,073 )
Stock Award Activity ( 1,730 ) ( 3,219 )
Other ( 109 ) ( 96 )
Net Cash from Financing Activities ( 22,606 ) ( 3,908 )
Effect of Exchange Rates on Cash 1,063 54
Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash 1,152 ( 4,949 )
Cash and Cash Equivalents and Restricted Cash at Beginning of Period 18,428 11,313
Cash and Cash Equivalents and Restricted Cash at End of Period $ 19,580 $ 6,364
Supplemental Disclosure of Cash Flow Information
Non-Cash Investing Activities: Capital Expenditures in Accounts Payable $ 2,796 $ —
Interest Paid $ 7,593 $ 15,261
Income Taxes Paid, Net of Refunds $ 12,636 $ 3,975
See notes to Consolidated Condensed Financial Statements.
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ASTRONICS CORPORATION
Consolidated Condensed Statements of Shareholders’ Equity
Three and Nine Months Ended September 27, 2025 with Comparative Figures for 2024
(Unaudited)
(In thousands)
Nine Months Ended Three Months Ended
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Common Stock
Beginning of Period $ 329 $ 314 $ 337 $ 320
Net Shares Issued to Fund Bonus Obligations — 3 — —
Net Issuance of Common Stock for Restricted Stock Units (“RSUs”) 1 1 — —
Class B Stock Converted to Common Stock 9 3 2 1
End of Period 339 321 339 321
Convertible Class B Stock
Beginning of Period 51 59 44 57
Class B Stock Converted to Common Stock ( 9 ) ( 3 ) ( 2 ) ( 1 )
End of Period 42 56 42 56
Additional Paid in Capital
Beginning of Period 144,149 129,544 146,321 137,290
Partial Repurchase of 2030 Notes ( 120,632 ) — ( 120,632 ) —
Purchase of Capped Call Transactions ( 26,888 ) — ( 26,888 ) —
Equity-based Compensation Expense and Net Exercise of Stock Options, including ESPP 5,341 6,414 1,439 1,772
Gross Shares Issued to Fund Bonus Obligations — 6,281 — —
Tax Withholding Related to Issuance of RSUs and Shares for Bonus Obligations ( 1,730 ) ( 3,219 ) — ( 42 )
End of Period 240 139,020 240 139,020
Accumulated Comprehensive Loss
Beginning of Period ( 3,863 ) ( 9,426 ) ( 1,404 ) ( 9,788 )
Foreign Currency Translation Adjustments 2,552 127 ( 379 ) 1,051
Retirement Liability Adjustment – Net of Taxes ( 709 ) 843 ( 237 ) 281
End of Period ( 2,020 ) ( 8,456 ) ( 2,020 ) ( 8,456 )
Retained Earnings
Beginning of Period 192,208 209,753 203,050 206,778
Partial Repurchase of 2030 Notes ( 4,868 ) — ( 4,868 ) —
Net Loss ( 256 ) ( 13,383 ) ( 11,098 ) ( 11,738 )
Reissuance of Treasury Shares for 401K Contribution — ( 1,330 ) — —
End of Period 187,084 195,040 187,084 195,040
Treasury Stock
Beginning of Period ( 76,777 ) ( 80,726 ) ( 76,777 ) ( 76,777 )
Net Issuance to Fund 401K Obligation — 3,949 — —
End of Period ( 76,777 ) ( 76,777 ) ( 76,777 ) ( 76,777 )
Total Shareholders’ Equity $ 108,908 $ 249,204 $ 108,908 $ 249,204
See notes to Consolidated Condensed Financial Statements.
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ASTRONICS CORPORATION
Consolidated Condensed Statements of Shareholders’ Equity, Continued
Three and Nine Months Ended September 27, 2025 with Comparative Figures for 2024
(Unaudited)
(In thousands)
Nine Months Ended Three Months Ended
(Shares) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Common Stock
Beginning of Period 32,871 31,402 33,743 32,024
Net Shares Issued to Fund Bonus Obligations — 218 — —
Net Issuance of Common Stock for RSUs 192 165 49 51
Class B Stock Converted to Common Stock 855 352 126 62
End of Period 33,918 32,137 33,918 32,137
Convertible Class B Stock
Beginning of Period 5,086 5,952 4,357 5,662
Class B Stock Converted to Common Stock ( 855 ) ( 352 ) ( 126 ) ( 62 )
End of Period 4,231 5,600 4,231 5,600
Treasury Stock
Beginning of Period 2,694 2,833 2,694 2,694
Net Shares Issued to Fund 401K Obligation — ( 139 ) — —
End of Period 2,694 2,694 2,694 2,694
See notes to Consolidated Condensed Financial Statements.
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ASTRONICS CORPORATION
Notes to Consolidated Condensed Financial Statements
September 27, 2025
(Unaudited)
1) Basis of Presentation
The accompanying unaudited statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP 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. Operating results for the nine months ended September 27, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
The balance sheet on December 31, 2024, 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. GAAP for complete financial statements.
For further information, refer to the Consolidated Financial Statements and the notes thereto included in Astronics Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on March 5, 2025 (the “2024 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 Germany (arising from our October 2025 acquisition) as well as engineering offices in Ukraine and India.
The Company has two reportable segments, Aerospace and Test Systems. The Aerospace segment designs and manufactures products for the global aerospace and defense industry. Our Test Systems segment designs, develops, manufactures and maintains automated test systems that support the aerospace and defense, communications and mass transit industries.
Acquisition Activities
On June 30, 2025, the Company purchased the membership interests of Envoy Aerospace, LLC, located in Aurora, Illinois. Envoy Aerospace is an FAA Organization Designation Authorization (“ODA”) services provider. Envoy Aerospace is included in our Aerospace segment. The total purchase price was approximately $ 8.3 million, net of cash acquired and the estimated closing adjustment. Of the purchase price, $ 4.5 million was paid at the closing date, $ 2.0 million will be paid in one year from the closing date, and $ 1.8 million will be paid in two years from the closing date based on certain milestones. The Company has not yet finalized the purchase price allocation. Purchased intangible assets and goodwill are expected to be deductible for tax purposes over 15 years. This transaction was not considered material to the Company’s financial position or results of operations.
Restricted Cash
Under the provisions of the ABL Revolving Credit Facility (as defined and discussed below in Note 7, Long-term Debt and Notes Payable), 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, if any, 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.
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(In thousands) September 27, 2025 September 28, 2024
Cash and Cash Equivalents $ 13,479 $ 5,177
Restricted Cash 6,101 1,187
Total Cash and Restricted Cash Shown in Statements of Cash Flows $ 19,580 $ 6,364
Trade Accounts Receivable and Contract Assets
The allowance for estimated credit losses is based on the Company’s assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as the age of the receivable balances, historical experience, credit quality, current economic conditions, and reasonable and supportable forecasts of future economic conditions that may affect a customer’s ability to pay.
The changes in allowances for estimated credit losses for the three and nine months ended September 27, 2025 and September 28, 2024 consisted of the following:
Nine Months Ended Three Months Ended
(In thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Balance at Beginning of the Period $ 2,377 $ 9,193 $ 842 $ 1,495
Bad Debt Expense, Net of Recoveries ( 129 ) 1,132 ( 24 ) 734
Write-off Charges Against the Allowance and Other Adjustments ( 1,368 ) ( 7,982 ) 62 114
Balance at End of the Period $ 880 $ 2,343 $ 880 $ 2,343
Write-offs in the nine months ended September 27, 2025 and September 28, 2024 relate primarily to accounts receivable reserved for in previous periods related to customer bankruptcies.
On February 4, 2025, the Company entered into a factoring agreement with Citibank, N.A. under which we can sell certain receivables resulting from sales to a certain customer. The arrangement is designed to provide the Company with an immediate cash advance on eligible receivables, up to a limit of $ 45.0 million per year, as restricted by the terms of our ABL Revolving Credit Facility. The Company did not utilize the factoring agreement during the three and nine months ended September 27, 2025.
Simplification Initiatives
In the second quarter of 2025, the Company initiated simplification activities in the Aerospace segment, including costs related to footprint rationalization and portfolio shaping. Restructuring charges, including impairments of inventory and other long-lived assets, were recorded as a result of these simplification initiatives. In the nine months ended September 27, 2025, the Company recorded $ 5.8 million and $ 0.4 million in simplification initiative charges to Cost of Products Sold and Selling, General and Administrative Expenses, respectively, in the accompanying Consolidated Condensed Statements of Operations.
Research and Development Expenses
Research and development costs are expensed as incurred and include salaries, benefits, consulting, material costs, and depreciation. During the first quarter of 2025, the Company changed its financial statement presentation of research and development costs. These costs were previously included within Cost of Products Sold and were a factor in arriving at Gross Profit. Research and development expenses, which amounted to $ 12.5 million and $ 40.0 million for the three and nine months ended September 28, 2024, respectively, have been reclassified from Cost of Products Sold to a separate line item below Gross Profit in the accompanying Consolidated Condensed Statements of Operations. All periods presented have been revised to reflect this presentation.
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.
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As of September 27, 2025 and September 28, 2024, the Company concluded that no indicators of impairment relating to intangible assets or goodwill existed and an interim test was not performed in the nine-month periods then ended.
Foreign Currency Translation
The aggregate foreign currency transaction gain or loss included in operations was immaterial for the three and nine months ended September 27, 2025 and September 28, 2024.
New or Recent Accounting Pronouncements
We consider the applicability and impact of all ASUs. There have been no new applicable accounting pronouncements or changes in accounting pronouncements during the three months ended September 27, 2025 as compared with the recent accounting pronouncements described in the 2024 10-K, except as set forth below. ASUs not disclosed 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.
Recent Accounting Pronouncements Adopted
Standard
Description
Financial Statement Effect or Other Significant Matters
ASU No. 2024-04 -Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments
The amendments in this update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion or an extinguishment.
We early adopted this standard during the fiscal quarter ended September 27, 2025 and applied it on a prospective basis. Refer to Note 7.
Recent Accounting Pronouncements Not Yet Adopted
Standard
Description
Financial Statement Effect or Other Significant Matters
ASU 2025-06 -Intangibles, Goodwill
and Other — Internal -Use Software
(Subtopic 350-40): Targeted
Improvements to the Accounting for
Internal-Use Software
The amendments in this update remove all references to project stages and clarify the threshold entities apply to begin capitalizing software costs. The update further specifies required disclosures for all capitalized internal-use software costs. This guidance is effective for fiscal years beginning after December 15, 2027 and interim periods within that period. Early adoption is permitted.
The Company is currently reviewing the guidance and evaluating the impact on our Consolidated Financial Statements and related disclosures.
ASU 2025-05 — Financial Instruments,
Credit Losses (Topic 326): Measurement
of Credit Losses for Accounts
Receivable and Contract Assets The amendments in this update provide a practical expedient that allows entities to assume current conditions as of the balance sheet date remain unchanged over the life of current accounts receivable and contract assets when developing forecasts for estimated expected credit losses. This guidance is effective for fiscal years beginning after December 15, 2025 and interim periods within that period. Early adoption is permitted. The Company is currently reviewing the guidance and evaluating the impact on our Consolidated Financial Statements and related disclosures.
2) Revenue
On September 27, 2025, we had $ 646.7 million of remaining performance obligations, which we refer to as total backlog. We expect to recognize approximately $ 479.2 million of our outstanding performance obligations as revenue over the next twelve months and the balance thereafter.
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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:
(In thousands) Contract Assets Contract Liabilities
Beginning Balance, January 1, 2025
$ 54,171 $ 28,171
Ending Balance, September 27, 2025
$ 54,302 $ 27,802
The increase in contract assets reflects the net impact of new revenue recognized in excess of billings exceeding billing of previously unbilled revenue during the period, partially offset by $ 8.3 million in revisions of estimated costs to complete certain long-term mass transit Test contracts, which was recorded during the nine months ended September 27, 2025. The revisions resulted in reduced revenue recognized during the nine months ended September 27, 2025 due to lower estimates of the percentage of work completed on the programs. The decrease in contract liabilities reflects the net impact of revenue recognized in excess of new customer advances or deferred revenues recorded.
The Company recognized $ 9.1 million and $ 6.3 million during the three months ended and $ 19.1 million and $ 16.4 million during the nine months ended September 27, 2025 and September 28, 2024, respectively, in revenues that were included in the contract liability balance at the beginning of the period.
The Company recognizes an asset for certain, material costs to fulfill a contract if it is determined that the costs relate directly to a contract or an anticipated contract that can be specifically identified, generate or enhance resources that will be used in satisfying performance obligations in the future, and are expected to be recovered. Such costs are amortized on a systematic basis that is consistent with the transfer to the customer of the goods to which the asset relates. Start-up costs are expensed as incurred. Capitalized fulfillment costs are included in Inventories in the accompanying Consolidated 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. The Company’s capitalized fulfillment costs amounted to $ 5.9 million and $ 8.3 million on September 27, 2025 and December 31, 2024, respectively. Amortization of fulfillment costs recognized within Cost of Products Sold was insignificant for the three months and was $ 3.4 million and $ 3.1 million for the nine months ended September 27, 2025 and September 28, 2024, respectively.
The following table presents our revenue disaggregated by Market Segments as follows:
Nine Months Ended Three Months Ended
(In thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Aerospace Segment
Commercial Transport
$ 432,324 $ 383,679 $ 149,209 $ 133,850
Military Aircraft
88,250 63,545 27,554 21,685
General Aviation
47,532 56,643 13,919 18,077
Other
9,620 14,268 2,043 3,942
Aerospace Total 577,726 518,135 192,725 177,554
Test Systems Segment
Government & Defense
44,335 68,751 18,722 26,144
Test Systems Total 44,335 68,751 18,722 26,144
Total $ 622,061 $ 586,886 $ 211,447 $ 203,698
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The following table presents our revenue disaggregated by Product Lines as follows:
Nine Months Ended Three Months Ended
(In thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Aerospace Segment
Electrical Power & Motion
$ 296,541 $ 263,919 $ 101,295 $ 90,467
Lighting & Safety
154,324 135,162 51,654 46,921
Avionics
91,452 83,716 26,168 29,151
Systems Certification
15,842 12,272 7,938 4,460
Structures
9,947 8,798 3,627 2,613
Other
9,620 14,268 2,043 3,942
Aerospace Total 577,726 518,135 192,725 177,554
Test Systems 44,335 68,751 18,722 26,144
Total $ 622,061 $ 586,886 $ 211,447 $ 203,698
3) Inventories
Inventories consisted of the following:
( In thousands )
September 27, 2025 December 31, 2024
Finished Goods
$ 28,598 $ 27,941
Work in Progress
40,118 31,927
Raw Material
128,574 139,873
$ 197,290 $ 199,741
The Company recorded a $ 5.8 million reduction in inventory in the nine months ended September 27, 2025 in connection with simplification initiatives as further discussed in Note 1, Basis of Presentation.
4) Property, Plant and Equipment
Property, Plant and Equipment consisted of the following:
(In thousands)
September 27, 2025 December 31, 2024
Land
$ 8,663 $ 8,551
Buildings and Improvements
81,965 72,150
Machinery and Equipment
132,290 125,874
Construction in Progress
11,281 3,997
Total Property, Plant and Equipment, Gross 234,199 210,572
Less Accumulated Depreciation 137,564 129,885
Total Property, Plant and Equipment, Net $ 96,635 $ 80,687
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5) Intangible Assets
The following table summarizes acquired intangible assets as follows:
September 27, 2025 December 31, 2024
(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 11,082 11,082 11,082
Trade Names 10 years 11,562 10,494 11,380 10,351
Completed and Unpatented Technology 9 years 47,975 44,680 47,818 42,617
Customer Relationships 15 years 142,595 102,485 142,065 95,818
Licensing Agreement 13 years 6,740 130 — —
Total Intangible Assets 13 years $ 222,100 $ 171,017 $ 214,491 $ 162,014
All acquired intangible assets other than goodwill and one trade name are being amortized. Amortization expense for acquired intangibles is summarized as follows:
Nine Months Ended Three Months Ended
(In thousands)
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Amortization Expense
$ 8,598 $ 9,728 $ 2,678 $ 3,189
Amortization expense for acquired intangible assets expected for 2025 and for each of the next five years is summarized as follows:
(In thousands)
2025 $ 11,228
2026 $ 10,085
2027 $ 8,377
2028 $ 7,589
2029 $ 6,216
2030 $ 4,135
6) Goodwill
The following table summarizes the changes in the carrying amount of goodwill for the nine months ended September 27, 2025:
(In thousands) December 31, 2024 Acquisition Adjustments Foreign
Currency
Translation
September 27, 2025
Aerospace $ 36,421 $ 1,643 $ 61 $ 38,125
Test Systems 21,635 — — 21,635
$ 58,056 $ 1,643 $ 61 $ 59,760
7) Long-term Debt and Notes Payable
ABL Revolving Credit Facility
The Company entered into a $ 90.0 million Term Loan Facility on January 19, 2023, and paid interest at a rate equal to SOFR (which was required to be at least 2.50 %) plus 8.75 %. The Company refinanced its credit facilities on July 11, 2024, and repaid in full all outstanding indebtedness under the previous Term Loan Facility.
The Company amended its asset-based revolving credit facility (the “ABL Revolving Credit Facility”) on July 11, 2024, by entering into the Seventh Amended and Restated Credit Agreement, which set the maximum aggregate amount that the Company can borrow pursuant to the revolving credit line at $ 200.0 million, with borrowings subject to a borrowing base determined primarily by inventory, accounts receivable, machinery and equipment and real estate.
On November 25, 2024, the Company entered into a second amendment to the ABL Revolving Credit Facility which increased the maximum aggregate amount that the Company could borrow pursuant to the ABL Revolving Credit Facility to
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$ 220.0 million from $ 200.0 million. The maturity date of borrowings under the ABL Revolving Credit Facility was July 11, 2027. The Company and the applicable lenders also agreed in a separate first amendment to increase the amount of unsecured indebtedness the Company was permitted to incur under the ABL Revolving Credit Facility, subject to completion of the Convertible Notes offering (discussed below).
Under the terms of the ABL Revolving Credit Facility, the Company paid interest on the unpaid principal amount of the ABL Revolving 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 2.75 % to 3.25 % determined based upon the Company’s Excess Availability (as defined in the ABL Revolving Credit Facility). The Company was 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 ABL Revolving Credit Facility. On September 27, 2025, there was $ 85.0 million outstanding on the ABL Revolving Credit Facility and there remained $ 112.3 million available for future borrowings, before the minimum excess availability requirement discussed below. The amount available for future borrowings as of September 27, 2025, is net of $ 2.3 million in outstanding letters of credit.
Pursuant to the ABL Revolving Credit Facility, the Company was subject to a minimum fixed charge coverage ratio of 1.10 to 1.00. The Company was also required to maintain a minimum excess availability of the greater of 10 % of the borrowing base under the ABL Revolving Credit Facility, or $ 15.0 million. As of September 27, 2025, the Company was in compliance with these covenants.
Certain of the Company’s subsidiaries are borrowers under the ABL Revolving Credit Facility and the assets of such subsidiaries also secure the obligations under the ABL Revolving Credit Facility. In the event of voluntary or involuntary bankruptcy of the Company or any subsidiary, all unpaid principal and other amounts owing under the credit facilities automatically become due and payable. Other events of default, such as failure to make payments as they become due and breach of financial and other covenants, change of control, cross default under other material debt agreements, and a going concern qualification for any reason other than loan maturity date give the agent the option to declare all such amounts immediately due and payable.
On October 22, 2025, the Company entered into a cash flow-based revolving credit facility and terminated the ABL Revolving Credit Facility. See further discussion in Note 16, Subsequent Events.
2030 Convertible Notes
On December 3, 2024, the Company issued $ 165.0 million aggregate principal amount of 5.500 % Convertible Senior Notes due 2030 (the “2030 Notes”). The 2030 Notes bear interest at a rate of 5.500 % per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2025. The 2030 Notes will mature on March 15, 2030, unless earlier converted, redeemed or repurchased. The initial conversion rate is 43.6814 shares of common stock per $1,000 principal amount of 2030 Notes, which represent the initial conversion price of $ 22.89 per share. The 2030 Notes are convertible at the option of the holders at any time on or after December 15, 2029, until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will satisfy its conversion obligations by paying and/or delivering, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. Beginning March 20, 2028, if the Company’s stock price has been at least 130 % of the conversion price for a specified period of time, the 2030 Notes may be called at the option of the issuer. After the first quarter of 2025, if the Company’s stock price has been at least 130 % of the conversion price for 20 of 30 trading days ending on and including the last trading day of the immediately preceding quarter, the 2030 Notes may be redeemed at the option of the holder. During the fiscal quarter ended September 27, 2025, our stock price met the price trigger defined above, and therefore, holders of our 2030 Notes may convert their notes at their option at any time during the fiscal quarter ended December 31, 2025.
2031 Convertible Notes
On September 15, 2025, the Company issued $ 225.0 million aggregate principal amount of Convertible Senior Notes due 2031 (the “2031 Notes”) for net proceeds of $ 216.7 million. The Company used part of the net proceeds to repurchase a portion of the 2030 Notes and the remainder to enter into the capped call transactions, as further described below. The 2031 Notes do not bear any interest and will mature on January 15, 2031, unless earlier converted, redeemed or repurchased. The initial conversion rate is 18.2243 shares of common stock per $1,000 principal amount of Convertible Notes, which represents the initial conversion price of $ 54.87 per share. The 2031 Notes are convertible at the option of the holders at any time on or after October 15, 2030, until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will satisfy its conversion obligations by paying cash up to the aggregate principal amount of the 2031 Notes to be converted and paying and/or delivering, as the case may be, cash, shares of its common stock or a
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combination of cash and shares of its common stock, at its election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted. Beginning January 22, 2029, if the Company’s stock price has been at least 130 % of the conversion price for a specified period of time, the 2031 Notes may be called at the option of the issuer. After the fourth quarter of 2025, if the Company’s stock price has been at least 130 % of the conversion price for 5 of the first 20 trading days of such fiscal quarter, the 2031 Notes may be redeemed at the option of the holder during the 30 -trading day period beginning on, and including, the 21 st trading day of such quarter.
Partial Repurchase of 2030 Notes
The Company used approximately $ 189.8 million of the net proceeds from the issuance of the 2031 Notes, together with approximately $ 85.0 million of borrowings under its ABL Revolving Credit Facility and approximately $ 11.0 million of cash on hand, to repurchase approximately $ 132.0 million in aggregate principal amount of outstanding 2030 Notes pursuant to privately negotiated exchange agreements entered into with certain holders of the 2030 Notes. The total cash paid in connection with this repurchase was approximately $ 285.8 million. The repurchase was accounted for in accordance with ASU 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and resulted in the recognition of an inducement charge of $ 32.6 million within Loss on Settlement of Debt in the Consolidated Statements of Operations. The Company also recorded a reduction to unamortized debt issuance costs of $ 4.3 million and a reduction to equity of $ 125.5 million.
Interest expense was $ 2.9 million and $ 6.2 million for the three months ended and $ 9.2 million and $ 17.8 million for the nine months ended September 27, 2025 and September 28, 2024, respectively.
Debt issuance cost amortization expense was $ 0.6 million and $ 0.4 million for the three months ended and $ 1.8 million and $ 2.1 million for the nine months ended September 27, 2025 and September 28, 2024, respectively. 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 ($ 2.2 million and $ 3.0 million as of September 27, 2025 and December 31, 2024, respectively) are recorded within Other Assets. The following table presents the outstanding principal amount and carrying value of the Convertible Notes as of the dates indicated:
September 27, 2025 December 31, 2024
(In thousands) Principal Unamortized Debt Issuance Costs Carrying Value Principal Unamortized Debt Issuance Costs Carrying Value
2030 Notes
$ 33,000 $ ( 1,084 ) $ 31,916 $ 165,000 $ ( 6,331 ) $ 158,669
2031 Notes
225,000 ( 7,897 ) 217,103 — — —
Total
$ 258,000 $ ( 8,981 ) $ 249,019 $ 165,000 $ ( 6,331 ) $ 158,669
The Company estimates the fair value of the convertible notes based on quoted prices for these instruments in active markets, classified as Level 1 measurements within the fair value hierarchy. The fair value of the 2031 Notes was approximately $ 233.9 million as of September 27, 2025. The fair value of the 2030 Notes was approximately $ 71.5 million and $ 176.9 million as of September 27, 2025 and December 31, 2024, respectively.
Capped Call Transactions
In connection with the issuance of the 2031 Notes, we entered into capped call transactions (the “Capped Calls”) with certain financial institutions. The Capped Calls are generally expected to reduce the potential dilution to the Company’s common stock upon any conversion of the 2031 Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2031 Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Calls is initially approximately $ 83.41 per share of the Company’s common stock and is subject to certain adjustments under the terms of the capped call transactions. The Capped Calls expire January 15, 2031.
We used approximately $ 26.9 million of the net proceeds from the 2031 Notes to purchase the Capped Calls. These instruments are classified as equity and recorded as a reduction of additional paid-in capital in the Condensed Consolidated Statements of Changes in Stockholders’ Equity.
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.
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Activity in the warranty accrual, which is included in Accrued Expenses and Other Current Liabilities on the Consolidated Condensed Balance Sheets, is summarized as follows:
Nine Months Ended Three Months Ended
(In thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Balance at Beginning of Period $ 18,081 $ 9,751 $ 19,013 $ 11,303
Warranties Issued 4,968 8,333 1,567 5,032
Warranties Settled ( 4,118 ) ( 2,714 ) ( 1,190 ) ( 1,012 )
Reassessed Warranty Exposure 253 39 ( 206 ) 86
Balance at End of Period $ 19,184 $ 15,409 $ 19,184 $ 15,409
9) Income Taxes
The effective tax rates were approximately 9.9 % and ( 126.9 )% for the three months ended and 14.4 % and ( 58.5 )% for the nine months ended September 27, 2025 and September 28, 2024, respectively. Beginning with the 2025 tax year, U.S. domestic research and development costs can be expensed as incurred. In addition, there are options to expense any remaining unamortized research and development costs that were previously capitalized during the 2022 through 2024 tax years. The tax rate in the 2025 period was favorably impacted by the reversal of a valuation allowance related to previously capitalized research and development costs that are expected to be expensed in the 2025 period and partially offset by valuation allowances related to net operating losses and certain timing differences. In addition, the tax rate in the 2025 period was also impacted by state and foreign income taxes and a discrete adjustment to reverse certain federal and state deferred tax liabilities.
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. After considering the losses in recent periods and cumulative pre-tax losses in the three-year period ending with the current year, the Company determined that projections of future taxable income could not be relied upon as a source of income to realize its deferred tax assets. However, the Company is relying on a significant portion of its existing deferred tax liabilities for the realizability of deferred tax assets. Accordingly, during the years ended December 31, 2024 and 2023, 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 September 27, 2025.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law in the United States. The OBBBA permanently extends and modifies significant provisions enacted in 2017 as part of the Tax Cuts and Jobs Act (“TCJA”) that were originally set to expire at the end of 2025. In addition, the OBBBA makes changes to certain U.S. corporate tax provisions, many of which are not in effect until 2026. Key provisions of the Tax Act relevant to the Company’s operations include immediate expensing of certain domestic research and development expenses and domestic capital expenditures beginning in 2025 as well as changes to various U.S. international tax provisions going forward. These provisions of the Tax Act have favorably impacted the Company’s effective tax rate and cash tax rate for the 2025 tax year and are expected to have favorable impacts in future years. Changes in tax laws may affect recorded deferred tax assets and deferred tax liabilities and our effective tax rate in the future and the Company is continuing to evaluate the impacts of the new legislation.
10) Earnings Per Share
The following table sets forth the computation of basic earnings per share:
Nine months ended Three months ended
(In thousands, except per share amounts) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Basic Earnings per Common Share:
Net Loss - Basic $ ( 256 ) $ ( 13,383 ) $ ( 11,098 ) $ ( 11,738 )
Weighted Average Shares - Basic 35,372 34,961 35,423 35,011
Basic Earnings per Common Share $ ( 0.01 ) $ ( 0.38 ) $ ( 0.31 ) $ ( 0.34 )
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The following table sets forth the computation of diluted net income (loss) per share:
Nine months ended Three months ended
(In thousands, except per share amounts) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Diluted Earnings per Common Share:
Net Loss - Diluted $ ( 256 ) $ ( 13,383 ) $ ( 11,098 ) $ ( 11,738 )
Weighted Average Shares - Basic 35,372 34,961 35,423 35,011
Net Effect of Dilutive Stock Awards — — — —
Weighted Average Shares - Diluted 35,372 34,961 35,423 35,011
Diluted Earnings per Common Share $ ( 0.01 ) $ ( 0.38 ) $ ( 0.31 ) $ ( 0.34 )
The Company includes the dilutive effect of shares issuable upon conversion of its Convertible Notes in the calculation of diluted income per share using the if-converted method. The Company has the option for the 2030 Convertible Notes to settle the conversion value in any combination of cash or shares, and as such, the maximum number of shares issuable are included in the dilutive share count if the effect would be dilutive. The Company excluded all impacts of the 2030 Convertible Notes from the computation of diluted earnings per share as the effect would be anti-dilutive. The Company will settle the principal amount of the 2031 Convertible Notes by paying cash and settle the premium in any combination of cash or shares. The Company’s average stock price for the three and nine months ended September 27, 2025 was below the conversion price for the 2031 Notes, therefore no incremental shares were included in diluted earnings per share.
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 and nine months ended September 27, 2025 and September 28, 2024, therefore all outstanding stock options and unvested restricted stock units were 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 1,262,000 shares as of September 27, 2025 and 1,218,000 shares as of September 28, 2024.
11) Shareholders’ Equity
Share Buyback Program
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. The Company has the capacity under the currently authorized program to repurchase additional shares of its common stock with a maximum dollar value of $ 41.5 million.
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, having an aggregate offering price of up to $ 30.0 million. During the three and nine months ended September 27, 2025 and September 28, 2024, the Company did not sell any shares of our common stock under the ATM Program. As of September 27, 2025, 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 Income (Loss) and Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss are as follows:
(In thousands) September 27, 2025 December 31, 2024
Foreign Currency Translation Adjustments $ ( 5,670 ) $ ( 8,222 )
Retirement Liability Adjustment – Before Tax 1,368 2,077
Tax Benefit of Retirement Liability Adjustment 2,282 2,282
Retirement Liability Adjustment – After Tax 3,650 4,359
Accumulated Other Comprehensive Loss $ ( 2,020 ) $ ( 3,863 )
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The components of other comprehensive income (loss) are as follows:
Nine Months Ended Three Months Ended
(In thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Foreign Currency Translation Adjustments $ 2,552 $ 127 $ ( 379 ) $ 1,051
Retirement Liability Adjustments:
Reclassifications to Selling, General and Administrative Expenses:
Amortization of Prior Service Cost
290 290 97 97
Amortization of Net Actuarial (Gains) Losses
( 999 ) 553 ( 334 ) 184
Retirement Liability Adjustment ( 709 ) 843 ( 237 ) 281
Other Comprehensive Income (Loss) $ 1,843 $ 970 $ ( 616 ) $ 1,332
12) 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 and nine months ended September 27, 2025 and September 28, 2024, the Company had one major customer over 10% of consolidated sales primarily in the Aerospace segment. Sales to the Boeing Company (“Boeing”) accounted for 12.3 % and 10.5 % of consolidated sales in the three months and 10.6 % and 11.0 % of consolidated sales in the nine months ended September 27, 2025 and September 28, 2024, respectively. Accounts receivable from Boeing on September 27, 2025 were approximately $ 19.4 million.
13) Legal Proceedings
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, to the Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data, in the 2024 10-K.
The reserve for the German indirect claim and interest was approximately $ 17.5 million at September 27, 2025 and $ 17.1 million on December 31, 2024. The Company currently believes it is unlikely that the damages in the German indirect proceedings and related interest will be paid within the next twelve months. Therefore, the liability related to this matter is classified within Other Liabilities (non-current) in the Consolidated Condensed Balance Sheets at September 27, 2025 and December 31, 2024.
In the matter before the UK High Court of Justice, Lufthansa had pleaded its case for monetary compensation at a separate trial which was conducted in October 2024. Both the Company and Lufthansa submitted to the UK High Court of Justice calculations of the estimated profits derived from the reports of the parties’ respective financial experts. The account of profits trial judgment was published on February 21, 2025 by the court in the amount of $ 11.9 million. Such amount was recorded as a liability in the Company’s Consolidated Financial Statements as of December 31, 2024. Following a consequential hearing on March 20, 2025, the amount was adjusted upwards by $ 0.5 million related to the resolution of a provisional item.
There was a further consequential hearing on May 16, 2025 which addressed applications concerning interest on the ordered damages, permission to appeal the court’s findings in these matters, as well as the issue of reimbursement of legal fees in the damages phase of the litigation. The Company was ordered to make payments of $ 5.7 million in relation to interest and $ 3.5 million for partial reimbursement of Lufthansa’s legal costs. The interest amount was recorded in the first quarter of 2025, while the legal cost reimbursement was recorded in the second quarter. Both of these items are reflected within Selling, General and Administrative Expenses in the Company’s Consolidated Condensed Statement of Operations, for the nine months ended September 27, 2025.
During the nine months ended September 27, 2025, the Company made payments totaling $ 21.6 million, in satisfaction of the liabilities for damages, interest and provisional legal fee reimbursement.
Both the Company and Lufthansa have been granted permission to appeal the rulings by the UK High Court of Justice. The appeals are scheduled to be heard by the UK Court of Appeal in March 2026.
A liability for reimbursement of Lufthansa’s legal expenses associated with the UK matter, exclusive of the damages phase, was approximately $ 1.0 million at September 27, 2025 and December 31, 2024, 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 Sheets as of September 27, 2025 and December 31, 2024.
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With respect to the proceeding in France, as previously disclosed, on December 4, 2020, the Court held the French patent invalid for all asserted claims. Lufthansa 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. A decision from this Court was rendered on March 19, 2025, remanding the case to the Court of Appeal of Paris for reconsideration of the invalidity of Lufthansa’s French patent. A second trial on nullity is scheduled on October 28, 2026 and a ruling by the Court of Appeal of Paris on nullity is not expected before early first quarter 2027. 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 September 27, 2025 or December 31, 2024.
There were no other significant developments in any of these matters during the three months ended September 27, 2025.
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. 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 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 appealed to the United States Court of Appeals for the Ninth Circuit. On January 30, 2025, the Ninth Circuit affirmed the District Court’s grant of summary judgment. Teradyne has elected not to pursue an appeal. As such, the summary judgment ruling stands and final judgment in favor of ATS has been entered. This matter is concluded.
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.
14) Segment Information
The Company reports segment information based on the management approach, which designates the internal reporting used by the Chief Operating Decision Maker (“CODM”) for making decisions and assessing performance as the source of the Company’s reportable segments. The CODM, which is the Company’s Chief Executive Officer, allocates resources and assesses the performance of each operating segment based on historical and potential future product sales, gross margin associated with those sales, and operating profit (loss) before interest, taxes, and corporate expenses. The Company has determined its reportable segments to be Aerospace and Test Systems based on the information used by the CODM.
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Segment information and reconciliations to consolidated amounts are as follows:
Nine Months Ended Three Months Ended
(In thousands) September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Sales:
Aerospace $ 577,760 $ 518,187 $ 192,725 $ 177,564
Less Inter-segment Sales ( 34 ) ( 52 ) — ( 10 )
Total Aerospace Sales 577,726 518,135 192,725 177,554
Test Systems 44,685 68,790 18,752 26,183
Less Inter-segment Sales ( 350 ) ( 39 ) ( 30 ) ( 39 )
Total Test Systems Sales 44,335 68,751 18,722 26,144
Total Consolidated Sales 622,061 586,886 211,447 203,698
Less 1
Cost of Products Sold:
Aerospace 403,890 369,918 132,263 127,737
69.9 % 71.4 % 68.6 % 71.9 %
Test Systems 39,984 58,662 14,673 20,737
90.2 % 85.3 % 78.4 % 79.3 %
Other Segment Items 2
Aerospace 102,366 102,589 29,295 35,566
Test Systems 13,298 18,517 4,063 5,420
Operating Profit (Loss) and Margins:
Aerospace 71,470 45,628 31,167 14,251
12.4 % 8.8 % 16.2 % 8.0 %
Test Systems ( 8,947 ) ( 8,428 ) ( 14 ) ( 13 )
( 20.2 ) % ( 12.3 ) % ( 0.1 ) % — %
Total Operating Profit 62,523 37,200 31,153 14,238
10.1 % 6.3 % 14.7 % 7.0 %
Deductions from Segment Measure of Operating Profit:
Loss on Settlement of Debt 32,644 6,987 32,644 6,987
Interest Expense, Net of Interest Income
9,167 17,832 2,920 6,217
Corporate Expenses and Other
21,011 20,824 7,913 6,207
Loss Before Income Taxes $ ( 299 ) $ ( 8,443 ) $ ( 12,324 ) $ ( 5,173 )
1 The significant expenses and amounts presented align with the segment-level information that is regularly provided to the CODM. Inter-segment expenses are included within the amounts shown.
2 Other segment items include Selling, General and Administrative Expenses, Research and Development Expenses, and sublease and rental income.
(In thousands)
September 27, 2025 December 31, 2024
Total Assets:
Aerospace
$ 544,463 $ 498,528
Test Systems
112,844 128,828
Corporate
24,886 21,408
Total Assets
$ 682,193 $ 648,764
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Nine Months Ended Three Months Ended
(In thousands)
September 27, 2025 September 28, 2024 September 27, 2025 September 28, 2024
Depreciation and Amortization:
Aerospace
$ 13,656 $ 14,766 $ 4,701 $ 4,800
Test Systems
2,442 3,638 452 1,185
Corporate
31 168 10 56
Total Depreciation and Amortization $ 16,129 $ 18,572 $ 5,163 $ 6,041
Capital Expenditures:
Aerospace
$ 19,337 $ 4,408 $ 12,812 $ 1,609
Test Systems
523 820 338 235
Corporate
— 16 — 6
Total Capital Expenditures $ 19,860 $ 5,244 $ 13,150 $ 1,850
15) Fair Value
There were no financial assets or liabilities carried at fair value measured on a recurring basis on September 27, 2025 or December 31, 2024.
There were no non-recurring fair value measurements performed in the nine months ended September 27, 2025 and September 28, 2024.
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. Refer to Note 7, Long-term Debt and Notes Payable, for additional information relating to the fair value of the Company’s outstanding fixed-rate Convertible Notes.
16) Subsequent Events
On October 13, 2025, the Company acquired all of the issued and outstanding capital stock of Bühler Motor Aviation (“BMA”), located in Uhldingen-Mühlhofen, Germany. BMA is an established manufacturer of aircraft seat actuation systems with a broad product portfolio that includes actuators, electronics, control panels, pneumatic systems, and lighting. BMA will be included in our Aerospace segment. The total purchase price was approximately $ 18.0 million, net of cash acquired and the estimated closing adjustment. The purchase price was paid at the closing date. The Company expects to complete a preliminary allocation during the fourth quarter of 2025.
On October 22, 2025, the Company entered into a $ 300 million senior secured, cash flow-based revolving credit facility (the “New Revolver”). The New Revolver replaces the Company’s ABL Revolving Credit Facility, which was terminated on October 22, 2025. The scheduled maturity date for the New Revolver is October 16, 2030. Under the terms of the New Revolver, the Company will pay interest on the unpaid principal amount outstanding under the Revolving Credit Agreement at a rate equal to Term SOFR (as defined in the Revolving Credit Agreement) plus an applicable margin ranging from 1.25 % to 2.125 % determined based upon the Company’s Total Net Debt Leverage Ratio (as defined in the Revolving Credit Agreement). The Company will pay a quarterly commitment fee under the Revolving Credit Agreement on unused Revolving Commitments ranging from 0.20 % to 0.35 % determined based upon the Company’s Total Net Debt Leverage Ratio.
Pursuant to the Revolving Credit Agreement, the Company is subject to a total leverage ratio covenant that requires that the Company’s Total Net Debt Leverage Ratio may not exceed 4.50 to 1.00, provided that the Company’s Total Net Debt Leverage Ratio for the fiscal quarter ending December 31, 2025, may not exceed 4.75 to 1.00. The Company is also subject to a consolidated interest coverage ratio covenant that requires that the Company’s Consolidated Interest Coverage Ratio (as defined in the Revolving Credit Agreement) may not be less than 3.50 to 1.00 and a secured net debt leverage ratio covenant that requires that the Company’s Secured Net Debt Leverage Ratio (as defined in the Revolving Credit Agreement) may not exceed 3.00 to 1.00.
The New Revolver has an accordion feature, which allows the Company to request incremental commitments of up to $ 100 million plus additional incremental amounts so long as maximum leverage requirements are met. In the fourth quarter of 2025, the Company expects to record a non-cash write-off of deferred financing costs of approximately $ 0.6 million related to the exiting ABL lender in Interest Expense within the Consolidated Condensed Statements of Operations.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.