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ASTRONICS CORP - Quarter Report: 2022 July (Form 10-Q)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended July 2, 2022
or
 
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                      to                     
Commission File Number 0-7087
 
ASTRONICS CORPORATION
(Exact name of registrant as specified in its charter)
 
New York
(State or other jurisdiction of
incorporation or organization)
16-0959303
(IRS Employer
Identification Number)
130 Commerce Way, East Aurora, New York
(Address of principal executive offices)
14052
(Zip code)
(716) 805-1599
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $.01 par value per shareATRONASDAQ Stock Market
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨


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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer”, an “accelerated filer”, a “non-accelerated filer” and a “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerAccelerated filer
Emerging growth company
Non-accelerated filer
Smaller Reporting Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act. ¨
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ý
As of August 5, 2022, 31,990,835 shares of common stock were outstanding consisting of 25,664,530 shares of common stock ($.01 par value) and 6,326,305 shares of Class B common stock ($.01 par value).



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TABLE OF CONTENTS
PAGE
PART I
Item 1
Item 2
Item 3
Item 4
PART II
Item 1
Item 1a
Item 2
Item 3
Item 4
Item 5
Item 6

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Part I – Financial Information
Item 1. Financial Statements
ASTRONICS CORPORATION
Consolidated Condensed Balance Sheets
July 2, 2022 with Comparative Figures for December 31, 2021
(Unaudited)
(In thousands)
 
July 2, 2022December 31, 2021
Current Assets:
Cash and Cash Equivalents
$10,684 $29,757 
Accounts Receivable, Net of Allowance for Estimated Credit Losses
118,342 107,439 
Inventories
175,204 157,576 
Prepaid Expenses and Other Current Assets
20,126 45,089 
Total Current Assets
324,356 339,861 
Property, Plant and Equipment, Net of Accumulated Depreciation90,837 95,236 
Operating Right-of-Use Assets15,962 16,169 
Other Assets6,236 5,270 
Intangible Assets, Net of Accumulated Amortization86,638 94,320 
Goodwill58,252 58,282 
Total Assets
$582,281 $609,138 
Current Liabilities:
Current Maturities of Long-term Debt
$— $— 
Accounts Payable
46,198 34,860 
Current Operating Lease Liabilities5,933 6,778 
Accrued Expenses and Other Current Liabilities
46,045 49,619 
Customer Advance Payments and Deferred Revenue
26,790 27,356 
Total Current Liabilities
124,966 118,613 
Long-term Debt136,000 163,000 
Long-term Operating Lease Liabilities11,979 12,018 
Other Liabilities58,660 58,903 
Total Liabilities331,605 352,534 
Shareholders’ Equity:
Common Stock
354 353 
Accumulated Other Comprehensive Loss
(15,364)(14,495)
Other Shareholders’ Equity
265,686 270,746 
Total Shareholders’ Equity
250,676 256,604 
Total Liabilities and Shareholders’ Equity$582,281 $609,138 
See notes to consolidated condensed financial statements.
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ASTRONICS CORPORATION
Consolidated Condensed Statements of Operations
Three and Six Months Ended July 2, 2022 With Comparative Figures for 2021
(Unaudited)
(In thousands, except per share data)
 
Six Months EndedThree Months Ended
July 2, 2022July 3, 2021July 2, 2022July 3, 2021
Sales$245,303 $217,015 $129,127 $111,158 
Cost of Products Sold209,661 187,347 113,418 95,763 
Gross Profit35,642 29,668 15,709 15,395 
Selling, General and Administrative Expenses48,205 45,100 24,105 21,315 
Loss from Operations(12,563)(15,432)(8,396)(5,920)
Net Gain on Sale of Business(11,284)— — — 
Other Expense, Net of Other Income753 1,081 291 547 
Interest Expense, Net of Interest Income3,293 3,457 1,662 1,699 
Loss Before Income Taxes(5,325)(19,970)(10,349)(8,166)
Provision for (Benefit from) Income Taxes8,786 38 661 (67)
Net Loss$(14,111)$(20,008)$(11,010)$(8,099)
Loss Per Share:
Basic
$(0.44)$(0.65)$(0.34)$(0.26)
Diluted
$(0.44)$(0.65)$(0.34)$(0.26)
See notes to consolidated condensed financial statements.
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ASTRONICS CORPORATION
Consolidated Condensed Statements of Comprehensive Income (Loss)
Three and Six Months Ended July 2, 2022 With Comparative Figures for 2021
(Unaudited)
(In thousands)
 
Six Months EndedThree Months Ended
July 2, 2022July 3, 2021July 2, 2022July 3, 2021
Net Loss$(14,111)$(20,008)$(11,010)$(8,099)
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments
(1,567)(22)(1,386)615 
Retirement Liability Adjustment – Net of Tax
698 868 347 434 
Total Other Comprehensive (Loss) Income(869)846 (1,039)1,049 
Comprehensive Loss$(14,980)$(19,162)$(12,049)$(7,050)
See notes to consolidated condensed financial statements.
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ASTRONICS CORPORATION
Consolidated Condensed Statements of Cash Flows
Six Months Ended July 2, 2022 With Comparative Figures for 2021
(Unaudited, In thousands)
Six Months Ended
July 2, 2022July 3, 2021
Cash Flows from Operating Activities:
Net Loss$(14,111)$(20,008)
Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities:
Depreciation and Amortization14,088 14,879 
Provisions for Non-Cash Losses on Inventory and Receivables677 2,145 
Equity-based Compensation Expense3,721 3,701 
Non-Cash Accrued 401K Contribution2,197 — 
Deferred Tax Benefit— (153)
Operating Lease Non-Cash Expense2,928 2,343 
Net Gain on Sale of Business, Before Taxes(11,284)— 
Contingent Consideration Liability Fair Value Adjustment— (2,200)
Other1,320 2,105 
Cash Flows from Changes in Operating Assets and Liabilities:
Accounts Receivable(11,449)(5,281)
Inventories(19,293)720 
Accounts Payable11,660 4,210 
Accrued Expenses(458)(946)
Other Current Assets and Liabilities(3,030)(70)
Customer Advance Payments and Deferred Revenue(389)(927)
Income Taxes16,909 (51)
Operating Lease Liabilities(3,601)(2,606)
Supplemental Retirement Plan and Other Liabilities(215)(199)
Cash Flows from Operating Activities(10,330)(2,338)
Cash Flows from Investing Activities:
Proceeds from Sale of Business and Assets21,977 — 
Capital Expenditures(2,493)(3,566)
Cash Flows from Investing Activities19,484 (3,566)
Cash Flows from Financing Activities:
Proceeds from Long-term Debt52,625 5,000 
Principal Payments on Long-term Debt(79,625)(5,000)
Stock Award Activity104 (59)
Finance Lease Principal Payments(55)(854)
Debt Acquisition Costs(771)— 
Cash Flows from Financing Activities(27,722)(913)
Effect of Exchange Rates on Cash(505)(8)
Decrease in Cash and Cash Equivalents(19,073)(6,825)
Cash and Cash Equivalents at Beginning of Period29,757 40,412 
Cash and Cash Equivalents at End of Period$10,684 $33,587 
See notes to consolidated condensed financial statements.
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ASTRONICS CORPORATION
Consolidated Condensed Statements of Shareholders' Equity
Three and Six Months Ended July 2, 2022 With Comparative Figures for 2021
(Unaudited)
(In thousands)
Six Months EndedThree Months Ended
July 2, 2022July 3, 2021July 2, 2022July 3, 2021
Common Stock
Beginning of Period$289 $278 $290 $279 
Net Issuance of Common Stock for Restricted Stock Units (“RSU’s”)— — — 
Class B Stock Converted to Common Stock— — 
End of Period290 283 290 283 
Convertible Class B Stock
Beginning of Period64 69 64 68 
Class B Stock Converted to Common Stock— (5)— (4)
End of Period64 64 64 64 
Additional Paid in Capital
Beginning of Period92,037 82,187 94,245 84,232 
Net Exercise of Stock Options and Equity-based Compensation Expense4,122 3,642 1,621 1,597 
Tax Withholding Related to Issuance of RSU’s(298)— (5)— 
End of Period95,861 85,829 95,861 85,829 
Accumulated Comprehensive Income (Loss)
Beginning of Period(14,495)(16,450)(14,325)(16,653)
Foreign Currency Translation Adjustments(1,567)(22)(1,386)615 
Retirement Liability Adjustment – Net of Taxes698 868 347 434 
End of Period(15,364)(15,604)(15,364)(15,604)
Retained Earnings
Beginning of Period287,225 312,803 279,047 300,894 
Net Loss(14,111)(20,008)(11,010)(8,099)
Reissuance of Treasury Shares for 401K Contribution(6,776)— (1,699)— 
End of Period266,338 292,795 266,338 292,795 
Treasury Stock
Beginning of Period(108,516)(108,516)(99,239)(108,516)
Shares Issued to Fund 401K Obligation12,003 — 2,726 — 
End of Period(96,513)(108,516)(96,513)(108,516)
Total Shareholders’ Equity$250,676 $254,851 $250,676 $254,851 
See notes to consolidated condensed financial statements.





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ASTRONICS CORPORATION
Consolidated Condensed Statements of Shareholders' Equity, Continued
Three and Six Months Ended July 2, 2022 With Comparative Figures for 2021
(Unaudited)
(In thousands)
Six Months EndedThree Months Ended
(Shares)July 2, 2022July 3, 2021July 2, 2022July 3, 2021
Common Stock
Beginning of Period28,911 27,825 29,009 27,897 
Net Issuance from Exercise of Stock Options20 20 — 
Net Issuance of Common Stock for RSU’s48 — — 
Class B Stock Converted to Common Stock68 470 32 417 
End of Period29,047 28,315 29,047 28,315 
Convertible Class B Stock
Beginning of Period6,375 6,877 6,363 6,837 
Net Issuance from Exercise of Stock Options24 13 — — 
Class B Stock Converted to Common Stock(68)(470)(32)(417)
End of Period6,331 6,420 6,331 6,420 
Treasury Stock
Beginning of Period3,808 3,808 3,483 3,808 
Shares Issued to Fund 401K Obligation(421)— (96)— 
End of Period3,387 3,808 3,387 3,808 
See notes to consolidated condensed financial statements.


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ASTRONICS CORPORATION
Notes to Consolidated Condensed Financial Statements
July 2, 2022
(Unaudited)
1) Basis of Presentation
The accompanying unaudited statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included.
Operating Results
The results of operations for any interim period are not necessarily indicative of results for the full year. In addition, the COVID-19 pandemic has increased the volatility we experience in our financial results in recent periods and this could continue in future interim and annual periods. Operating results for the six months ended July 2, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
The balance sheet at December 31, 2021 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements.
For further information, refer to the financial statements and footnotes thereto included in Astronics Corporation’s 2021 annual report on Form 10-K.
Description of the Business
Astronics Corporation (“Astronics” or the “Company”) is a leading provider of advanced technologies to the global aerospace, defense and electronics industries. Our products and services include advanced, high-performance electrical power generation, distribution and motion systems, lighting and safety systems, avionics products, systems and certification, aircraft structures and automated test systems.
We have principal operations in the United States (“U.S.”), Canada, France and England, as well as engineering offices in the Ukraine and India.
On February 13, 2019, the Company completed a divestiture of its semiconductor test business within the Test Systems segment. The transaction included two elements of contingent earnouts. In December 2021, the Company agreed to a payment of $10.7 million for the calendar 2020 earnout, which was recorded in the fourth quarter of 2021 and was received by the Company in early January 2022. In March 2022, the Company agreed with the earnout calculation for the calendar 2021 earnout in the amount of $11.3 million. The Company recorded the gain and received the payment in the first quarter of 2022.
Impact of the COVID-19 Pandemic
On March 11, 2020, the World Health Organization classified the COVID-19 outbreak as a pandemic. The spread of the COVID-19 pandemic disrupted businesses on a global scale, led to significant volatility in financial markets and affected the aviation and industrial industries. Substantially all of our operations and production activities have, to-date, remained operational. However, the impacts of the pandemic have placed labor and supply chain pressures on our business and we have been impacted by customer demand variability. Although we saw stable and growing backlog during the first half of 2022 in our aerospace business, COVID-19 related disruptions are ongoing and continue to adversely challenge our commercial transport market. While we remain bullish about the aerospace business, we believe the recovery to pre-pandemic activity, particularly in the widebody market, will take longer than originally anticipated at the outset of the pandemic. As economic activity continues to recover, we will continue to monitor the situation, assessing further possible implications on our operations, supply chain, liquidity, cash flow and customer orders.
The Company qualified for government subsidies from the Canadian and French governments as a result of the COVID-19 pandemic’s impact on our foreign operations. The Canadian and French subsidies are income-based grants intended to reimburse the Company for certain employee wages. The grants are recognized as income over the periods in which the Company recognizes as expenses the costs the grants are intended to defray. The amount recognized during the three and six months ended July 2, 2022 was immaterial.
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In September 2021 the Company was awarded a grant of up to $14.7 million from the U.S. Department of Transportation (“USDOT”) under the Aviation Manufacturing Jobs Protection Program (“AMJP”). The Company received $7.4 million under the grant in 2021 and $5.2 million in the first quarter of 2022. The Company expects to receive the remainder in 2022. The receipt of the full award is primarily conditioned upon the Company committing to not furlough, lay off or reduce the compensation levels of a defined group of employees during the six-month period of performance between September 2021 and March 2022. The grant benefit was recognized ratably over the six-month performance period as a reduction to cost of products sold in proportion to the compensation expense that the award is intended to defray. During the six months ended July 2, 2022, the Company recognized $6.0 million of the award.
The following table presents the COVID-19 related government assistance, including AMJP, recorded during the three and six months ended July 2, 2022 and July 3, 2021:
Six Months EndedThree Months Ended
(In thousands)July 2, 2022July 3, 2021July 2, 2022July 3, 2021
Cost of Products Sold$6,101 $1,478 $16 $933 
Selling, General and Administrative Expenses18 147 78 
Total$6,119 $1,625 $20 $1,011 
Trade Accounts Receivable and Contract Assets
The allowance for estimated credit losses is based on the Company’s assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as the age of the receivable balances, historical experience, credit quality, current economic conditions, and reasonable and supportable forecasts of future economic conditions that may affect a customer’s ability to pay. The allowance for estimated credit losses balance was $3.1 million and $3.2 million at July 2, 2022 and December 31, 2021, respectively. The Company’s bad debt expense were insignificant during the three and six months ended July 2, 2022 and the three and six months ended July 3, 2021. Total write offs charged against the allowance were insignificant in the three and six months ended July 2, 2022 and the three and six months ended July 3, 2021. Total recoveries were insignificant in the three and six months ended July 2, 2022 and the three and six months ended July 3, 2021.
The Company's exposure to credit losses may increase if its customers are adversely affected by global economic recessions, disruption associated with the current COVID-19 pandemic, industry conditions, or other customer-specific factors. Although the Company has historically not experienced significant credit losses, it is possible that there could be a material adverse impact from potential adjustments of the carrying amount of trade receivables and contract assets as airlines and other aerospace companies’ cash flows are impacted by the COVID-19 pandemic.
Research and Development Expenses
Research and development costs are expensed as incurred and include salaries, benefits, consulting, material costs and depreciation. Research and development expenses amounted to $12.6 million and $10.3 million for the three months ended and $24.8 million and $20.6 million for the six months ended July 2, 2022 and July 3, 2021, respectively. These costs are included in Cost of products sold.
Goodwill Impairment
The Company tests goodwill at the reporting unit level on an annual basis or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
As of July 2, 2022, the Company concluded that no indicators of impairment relating to intangible assets or goodwill existed and an interim test was not performed in the three or six months then ended.
Valuation of Long-Lived Assets
Long-lived assets are evaluated for recoverability whenever adverse effects or changes in circumstances indicate that the carrying value may not be recoverable. The recoverability test consists of comparing the undiscounted projected cash flows with the carrying amount. Should the carrying amount exceed undiscounted projected cash flows, an impairment loss would be recognized to the extent the carrying amount exceeds fair value. As of July 2, 2022 and for the three and six month periods then ended, the Company concluded that no indicators of impairment relating to long-lived assets existed.
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Foreign Currency Translation
The aggregate foreign currency transaction gain or loss included in operations was insignificant for the three and six months ended July 2, 2022 and July 3, 2021.
Newly Adopted Accounting Pronouncement
Recent Accounting Pronouncement Adopted
StandardDescriptionFinancial Statement Effect or Other Significant Matters
ASU No. 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers
This amendment requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Topic 606, Revenue from Contracts with Customers, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. The standard will not impact acquired contract assets or liabilities from business combinations occurring prior to the adoption date.
This ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The impact of adoption on the Company's consolidated financial statements will be prospective only and depend on the magnitude of future business acquisitions.
Date of adoption: Q1 2022
We consider the applicability and impact of all ASUs. ASUs not listed above were assessed and determined to be either not applicable, or had or are expected to have minimal impact on our financial statements and related disclosures.
2) Revenue
On July 2, 2022, we had $494.4 million of remaining performance obligations, which we refer to as total backlog. We expect to recognize approximately $278.0 million of our remaining performance obligations as revenue in the remainder of 2022.
We recognized $8.9 million and $11.3 million during the three months ended and $11.2 million and $14.4 million during the six months ended July 2, 2022 and July 3, 2021, respectively, in revenues that were included in the contract liability balance at the beginning of the period.
The Company's contract assets and contract liabilities consist primarily of costs and profits in excess of billings and billings in excess of cost and profits, respectively. The following table presents the beginning and ending balances of contract assets and contract liabilities during the six months ended July 2, 2022:
(In thousands)Contract AssetsContract Liabilities
Beginning Balance, January 1, 2022
$25,941 $28,495 
Ending Balance, July 2, 2022
$26,278 $27,748 
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The following table presents our revenue disaggregated by Market Segments as follows:
Six Months EndedThree Months Ended
(In thousands)July 2, 2022July 3, 2021July 2, 2022July 3, 2021
Aerospace Segment
Commercial Transport
$133,332 $86,001 $69,243 $47,793 
Military
28,873 37,783 13,897 16,801 
General Aviation
33,997 29,022 18,130 14,994 
Other
14,482 17,830 8,020 9,632 
Aerospace Total210,684 170,636 109,290 89,220 
Test Systems Segment
Aerospace & Defense
34,619 46,379 19,837 21,938 
Test Systems Total34,619 46,379 19,837 21,938 
Total$245,303 $217,015 $129,127 $111,158 
The following table presents our revenue disaggregated by Product Lines as follows:
Six Months EndedThree Months Ended
(In thousands)July 2, 2022July 3, 2021July 2, 2022July 3, 2021
Aerospace Segment
Electrical Power & Motion
$86,602 $64,092 $42,135 $34,748 
Lighting & Safety
60,599 51,468 31,388 24,368 
Avionics
43,281 32,864 24,406 18,021 
Systems Certification
2,671 1,838 1,669 960 
Structures
3,049 2,544 1,672 1,491 
Other
14,482 17,830 8,020 9,632 
Aerospace Total210,684 170,636 109,290 89,220 
Test Systems34,619 46,379 19,837 21,938 
Total$245,303 $217,015 $129,127 $111,158 
3) Inventories
Inventories consisted of the following:
(In thousands)
July 2, 2022December 31, 2021
Finished Goods
$31,563 $28,579 
Work in Progress
28,127 22,954 
Raw Material
115,514 106,043 
$175,204 $157,576 
The Company has evaluated the carrying value of existing inventories and believe they are properly reflected at their lower of carrying value or net realizable value. Future changes in demand or other market developments could result in future inventory charges. The Company is actively managing inventories and aligning them to meet known current and future demand.
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4) Property, Plant and Equipment
Property, Plant and Equipment consisted of the following:
(In thousands)
July 2, 2022December 31, 2021
Land
$8,554 $8,632 
Buildings and Improvements
70,315 70,566 
Machinery and Equipment
122,288 121,960 
Construction in Progress
6,441 5,680 
207,598 206,838 
Less Accumulated Depreciation
116,761 111,602 
$90,837 $95,236 
5) Intangible Assets
The following table summarizes acquired intangible assets as follows:
July 2, 2022December 31, 2021
(In thousands)
Weighted
Average Life
Gross Carrying
Amount
Accumulated
Amortization
Gross Carrying
Amount
Accumulated
Amortization
Patents11 years$2,146 $2,022 $2,146 $1,979 
Non-compete Agreement4 years11,082 10,845 11,082 10,592 
Trade Names10 years11,384 8,947 11,447 8,518 
Completed and Unpatented Technology9 years47,824 32,682 47,932 30,441 
Customer Relationships15 years142,071 73,373 142,276 69,033 
Total Intangible Assets12 years$214,507 $127,869 $214,883 $120,563 
All acquired intangible assets other than goodwill and one trade name are being amortized. Amortization expense for acquired intangibles is summarized as follows:
Six Months EndedThree Months Ended
(In thousands)
July 2, 2022July 3, 2021July 2, 2022July 3, 2021
Amortization Expense
$7,526 $7,712 $3,761 $3,857 
Amortization expense for acquired intangible assets expected for 2022 and for each of the next five years is summarized as follows:
(In thousands)
2022$14,923 
2023$13,878 
2024$12,856 
2025$10,935 
2026$9,533 
2027$7,825 
6) Goodwill
The following table summarizes the changes in the carrying amount of goodwill for the six months ended July 2, 2022:
(In thousands)December 31, 2021
Foreign
Currency
Translation
July 2, 2022
Aerospace$36,648 $(30)$36,618 
Test Systems21,634 — 21,634 
$58,282 $(30)$58,252 
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The Company tests goodwill at the reporting unit level on an annual basis or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
As of July 2, 2022 and July 3, 2021, the Company concluded that no indicators of impairment relating to intangible assets or goodwill existed and an interim test was not performed in the three or six months then ended.
7) Long-term Debt and Notes Payable
The Company's long-term debt consists of borrowings under its Fifth Amended and Restated Credit Agreement (the “Agreement”). On March 1, 2022, the Company executed an amendment to the Agreement, which reduced the revolving credit line from $375 million to $225 million and extended the maturity date of the loans under the facility from February 16, 2023 to May 30, 2023. The definition of Adjusted EBITDA was modified to exclude income from earnout payments and asset sales. On August 9, 2022, the Company executed a further amendment to the Agreement (the “Amended Facility”), which reduced the revolving credit line from $225 million to $190 million until September 12, 2022 with further reductions to $180 million effective September 12, 2022 and $170 million effective October 11, 2022. The Amended Facility extended the maturity date of the loans under the facility from May 30, 2023 to August 31, 2023. Interest is payable on the unpaid principal amount of the facility at a rate equal to the Secured Overnight Financing Rate (“SOFR”, which shall be at least 1.00%), plus between 1.50% to 4.75% based upon the Company’s leverage ratio. The Company also pays a commitment fee to the lenders in an amount equal to 0.10% to 0.40% on the undrawn portion of the Amended Facility, based upon the Company’s leverage ratio. Both amendments provided for the payment of a consent fee of 10 basis points of the commitment for each consenting lender.
At July 2, 2022, there was $136.0 million outstanding on the revolving credit facility and there remained $87.9 million available subject to the minimum liquidity covenant discussed below, net of outstanding letters of credit. The credit facility allocates up to $20 million of the $225 million revolving credit line for the issuance of letters of credit, including certain existing letters of credit. At July 2, 2022, outstanding letters of credit totaled $1.1 million. The Company is required to maintain minimum liquidity, defined as unrestricted cash plus the unused revolving credit commitments, of $35 million. The maximum net leverage ratio is set at 4.75 to 1 for the first and second quarters of 2022 under the previous facility. The Amended Facility includes a maximum net leverage ratio of 4.25 to 1 for the third quarter of 2022 and 3.75 to 1 thereafter. The Company was in compliance with its financial covenants at July 2, 2022.
The Amended Facility temporarily restricts acquisitions through the third quarter of 2022, as well as dividend payments and share repurchases through the maturity date of the Amended Facility. The Company’s obligations under the Amended Facility are jointly and severally guaranteed by each domestic subsidiary of the Company other than non-material subsidiaries.
The obligations are secured by a first priority lien on substantially all of the Company’s and the guarantors’ assets. In the event of voluntary or involuntary bankruptcy of the Company or any subsidiary, all unpaid principal and other amounts owing under the Amended Facility automatically become due and payable. Other events of default, such as failure to make payments as they become due and breach of financial and other covenants, change of control, judgments over a certain amount, and cross default under other agreements give the agent the option to declare all such amounts immediately due and payable.
We are currently in the process of evaluating terms and conditions for a new long-term financing arrangement, which includes an asset-based lending agreement and separate agreement that would monetize our real estate as collateral. The extent to which we will be able to effect such refinancing, replacement or maturity extension on terms that are favorable to us or at all is dependent on a number of uncertain factors, including then-prevailing credit and other market conditions, economic conditions, particularly in the aerospace and defense markets, disruptions or volatility caused by factors such as COVID-19, regional conflicts, inflation, and supply chain disruptions. In addition, rising interest rates could limit our ability to refinance our existing credit facility when it matures or cause us to pay higher interest rates upon refinancing. As the Company’s long-term debt approaches maturity, if the Company is unable to refinance, replace or extend the maturity on its credit facility, the Company’s liquidity, results of operations, and financial condition could be materially adversely impacted. If we are unable to obtain a new long-term financing facility before we file our third quarter 2022 Form 10-Q to replace our existing debt facility, borrowings outstanding under our existing credit facility will come due within 12 months of that filing date and could result in substantial doubt about our ability to continue as a going concern in the event that we are not reasonably assured to have sufficient cash balances to repay the remaining obligations at maturity.
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 is summarized as follows:
Six Months EndedThree Months Ended
(In thousands)July 2, 2022July 3, 2021July 2, 2022July 3, 2021
Balance at Beginning of Period$8,183 $7,018 $8,049 $6,842 
Warranties Issued1,683 2,021 898 1,213 
Warranties Settled(1,910)(1,663)(1,154)(978)
Reassessed Warranty Exposure(197)(541)(34)(242)
Balance at End of Period$7,759 $6,835 $7,759 $6,835 
9) Income Taxes
The effective tax rates were approximately (6.4)% and 0.8% for the three months ended and (165.0)% and (0.2)% for the six months ended July 2, 2022 and July 3, 2021, respectively. Beginning with the 2022 tax year, certain research and development costs are required to be capitalized and amortized over sixty months for income tax purposes. The tax rate in the 2022 period was impacted by a valuation allowance applied against the deferred tax asset associated with the research and development costs that are expected to be capitalized and was partially offset by the removal of valuation allowances related to net operating losses, tax credit carryovers, and certain timing differences that are expected to reverse during 2022. In addition, the tax rate in the 2022 period was also impacted by state income taxes and the federal research and development credit expected for 2022.
The Company records a valuation allowance against the deferred tax assets if and to the extent it is more likely than not that the Company will not recover the deferred tax assets. In evaluating the need for a valuation allowance, the Company weighs all relevant positive and negative evidence, and considers among other factors, historical financial performance, projected future taxable income, scheduled reversals of deferred tax liabilities, the overall business environment, and tax planning strategies. Losses in recent periods and cumulative pre-tax losses in the three year period ending with the current year, combined with the significant uncertainty brought about by the COVID-19 pandemic, is collectively considered significant negative evidence under ASC 740 when assessing whether an entity can use projected income as a basis for concluding that deferred tax assets are realizable on a more-likely than not basis. For purposes of assessing the recoverability of deferred tax assets, the Company determined that it could not include future projected earnings in the analysis due to recent history of losses and therefore had insufficient objective positive evidence that the Company will generate sufficient future taxable income to overcome the negative evidence of cumulative losses. Accordingly, during the years ended December 31, 2021 and 2020, the Company determined that a portion of its deferred tax assets are not expected to be realizable in the future and the Company continues to maintain the valuation allowance against its deferred tax assets as of July 2, 2022.
10) Earnings Per Share
Basic and diluted weighted-average shares outstanding are as follows:
Six Months Ended
Three Months Ended
(In thousands)
July 2, 2022July 3, 2021July 2, 2022July 3, 2021
Weighted Average Shares - Basic32,007 30,914 32,082 30,926 
Net Effect of Dilutive Stock Options— — — — 
Weighted Average Shares - Diluted32,007 30,914 32,082 30,926 
Stock options with exercise prices greater than the average market price of the underlying common shares are excluded from the computation of diluted earnings per share because they are out-of-the-money and the effect of their inclusion would be anti-dilutive. The number of common shares covered by out-of-the-money stock options was approximately 1,338,000 shares as of July 2, 2022 and 645,000 shares as of July 3, 2021. Further, due to our net loss in the three and six month periods ended July 2, 2022 and July 3, 2021, the assumed exercise of stock compensation had an antidilutive effect and therefore was excluded from the computation of diluted loss per share.
Currently, the Company expects to fund the 401K contribution for the quarter ended July 2, 2022 with treasury stock in lieu of cash. The earnings per share calculation for the quarter ended July 2, 2022 is inclusive of the approximately 0.1 million in shares outstanding for the equivalent shares needed to fulfill the obligation using the closing share price as of July 2, 2022. Actual shares issued may differ based on the sale price on the settlement date.
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11) Shareholders' Equity
Share Buyback and Reissuance
The Company’s Board of Directors from time to time authorizes the repurchase of common stock, which allows the Company to purchase shares of its common stock in accordance with applicable securities laws on the open market or through privately negotiated transactions. Common shares repurchased by the Company are recorded at cost as treasury shares and result in a reduction of equity. Under its current credit agreement, and as described further in Note 7, the Company is currently restricted from further stock repurchases.
When treasury shares are reissued, the Company determines the cost using an average cost method. The difference between the average cost of the treasury shares and reissuance price is included in Additional paid-in capital or Retained earnings. During the six months ended July 2, 2022, the Company reissued 421,000 treasury shares and recorded the difference between the average cost and the reissuance price, $6.8 million, as a reduction to Retained earnings.
Comprehensive (Loss) Income and Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss are as follows:
(In thousands)July 2, 2022December 31, 2021
Foreign Currency Translation Adjustments$(6,974)$(5,407)
Retirement Liability Adjustment – Before Tax(10,672)(11,370)
Tax Benefit of Retirement Liability Adjustment2,282 2,282 
Retirement Liability Adjustment – After Tax(8,390)(9,088)
Accumulated Other Comprehensive Loss$(15,364)$(14,495)
The components of other comprehensive (loss) income are as follows:
Six Months EndedThree Months Ended
(In thousands)July 2, 2022July 3, 2021July 2, 2022July 3, 2021
Foreign Currency Translation Adjustments$(1,567)$(22)$(1,386)$615 
Retirement Liability Adjustments:
Reclassifications to General and Administrative Expense:
Amortization of Prior Service Cost
201 201 100 100 
Amortization of Net Actuarial Losses
497 667 247 334 
Retirement Liability Adjustment698 868 347 434 
Other Comprehensive (Loss) Income$(869)$846 $(1,039)$1,049 
12) Supplemental Retirement Plan and Related Post Retirement Benefits
The Company has two non-qualified supplemental retirement defined benefit plans (“SERP” and “SERP II”) for certain current and retired executive officers. The following table sets forth information regarding the net periodic pension cost for the plans.
Six Months EndedThree Months Ended
(In thousands)July 2, 2022July 3, 2021July 2, 2022July 3, 2021
Service Cost$69 $97 $35 $48 
Interest Cost417 381 208 190 
Amortization of Prior Service Cost193 193 96 96 
Amortization of Net Actuarial Losses474 646 235 323 
Net Periodic Cost$1,153 $1,317 $574 $657 
Participants in the SERP are entitled to paid medical, dental and long-term care insurance benefits upon retirement under the plan. The Company also has a defined benefit plan related to its subsidiary in France. The net periodic cost for both plans for the three and six months ended July 2, 2022 and July 3, 2021 is immaterial.
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The service cost component of net periodic benefit costs above is recorded in Selling, General and Administrative Expenses within the Consolidated Condensed Statements of Operations, while the remaining components are recorded in Other Expense, Net of Other Income.
13) Sales to Major Customers
The loss of major customers or a significant reduction in business with a major customer would significantly, negatively impact our sales and earnings. In the three and six months ended July 2, 2022, the Company had one customer in excess of 10% of consolidated sales. Sales to The Boeing Company (“Boeing”) accounted for 11% and 12% of sales in the three and six months ended July 2, 2022. Accounts receivable from Boeing at July 2, 2022 were approximately $12.5 million. In the three and six months ended July 3, 2021, the Company had no customers in excess of 10% of consolidated sales.
14) Legal Proceedings
Lufthansa
One of the Company’s subsidiaries is involved in numerous patent infringement actions brought by Lufthansa Technik AG (“Lufthansa”) in Germany, UK and France. The Company is vigorously defending all such litigation and proceedings. Additional information about these legal proceedings can be found in Note 19 “Legal Proceedings” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The reserve for the German indirect claim and UK damages and interest was approximately $24.4 million at July 2, 2022, which included an additional $0.2 million and $0.4 million in interest accrued during the three and six months then ended. We currently believe it is unlikely that the appeals process will be completed or the damages and related interest will be paid within the next twelve months. Therefore, the liability related to these matters is classified within Other Liabilities (non-current) in the Consolidated Condensed Balance Sheets at July 2, 2022 and December 31, 2021. There were no other significant developments in any of these matters during the three and six months ended July 2, 2022.
At December 31, 2021, we had recorded a liability of $1.0 million for reimbursement of Lufthansa’s legal expenses associated with the UK matter. During the six months ended July 2, 2022, $0.3 million was paid. The remaining liability of $0.7 million is expected to be paid within the next twelve months and, as such, is classified in Accrued Expenses and Other Current Liabilities in the accompanying Consolidated Condensed Balance Sheet as of July 2, 2022.
Other
On March 23, 2020, Teradyne, Inc. filed a complaint against the Company and its subsidiary, Astronics Test Systems (“ATS”) (together, “the Defendants”) in the United States District Court for the Central District of California alleging patent and copyright infringement, and certain other related claims. The Defendants moved to dismiss certain claims from the case. On November 6, 2020, the Court dismissed the Company from the case, and also dismissed a number of claims, though the patent and copyright infringement claims remain. The case is currently in discovery. In addition, on December 21, 2020, ATS filed a petition for inter partes review (“IPR”) with the US Patent Trial and Appeal Board (“PTAB”), seeking to invalidate the subject patent, and on July 21, 2021, the PTAB instituted IPR. ATS requested and, on August 26, 2021, the District Court granted, a stay of litigation during the IPR proceeding. Oral arguments on the IPR were held on April 21, 2022. The PTAB issued its decision on July 20, 2022, in which it invalidated all of Teradyne’s patent claims. The decision is subject to appeal by Teradyne. It is anticipated that stay of litigation will be lifted with respect to the remaining claims in August 2022. No amounts have been accrued for this matter in the July 2, 2022 or December 31, 2021 financial statements, as loss exposure was neither probable nor estimable at such times.
Other than these proceedings, we are not party to any significant pending legal proceedings that management believes will result in a material adverse effect on our financial condition or results of operations.
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15) Segment Information
Below are the sales and operating (loss) profit by segment for the three and six months ended July 2, 2022 and July 3, 2021 and a reconciliation of segment operating loss to income before income taxes. Operating profit is net sales less cost of products sold and other operating expenses excluding interest and corporate expenses. Cost of products sold and other operating expenses are directly identifiable to the respective segment.
Six Months EndedThree Months Ended
(In thousands)July 2, 2022July 3, 2021July 2, 2022July 3, 2021
Sales:
Aerospace$210,694 $170,650 $109,300 $89,220 
Less Inter-segment Sales(10)(14)(10)— 
Total Aerospace Sales210,684 170,636 109,290 89,220 
Test Systems34,638 46,683 19,840 21,938 
Less Inter-segment Sales(19)(304)(3)— 
Total Test Systems Sales34,619 46,379 19,837 21,938 
Total Consolidated Sales$245,303 $217,015 $129,127 $111,158 
Segment Measure of Operating (Loss) Profit and Margins
Aerospace
$(226)$(8,269)$(3,276)$(2,706)
(0.1)%(4.8)%(3.0)%(3.0)%
Test Systems
(1,813)243 (26)(946)
(5.2)%0.5 %(0.1)%(4.3)%
Total Segment Measure of Operating Loss(2,039)(8,026)(3,302)(3,652)
(0.8)%(3.7)%(2.6)%(3.3)%
Deductions from Segment Measure of Operating Loss
Net Gain on Sale of Business(11,284)— — — 
Interest Expense, Net of Interest Income
3,293 3,457 1,662 1,699 
Corporate Expenses and Other
11,277 8,487 5,385 2,815 
Loss Before Income Taxes$(5,325)$(19,970)$(10,349)$(8,166)
Total Assets:
(In thousands)
July 2, 2022December 31, 2021
Aerospace
$463,715 $458,334 
Test Systems
100,224 105,335 
Corporate
18,342 45,469 
Total Assets
$582,281 $609,138 
16) Fair Value
A fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. Fair value is based upon an exit price model. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and involves consideration of factors specific to the asset or liability.
The Company follows a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
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Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value.
On a Recurring Basis:
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
On October 4, 2019, the Company acquired the stock of the primary operating subsidiaries as well as certain other assets from mass transit and defense market test solution provider, Diagnosys Test Systems Limited for $7.0 million in cash, plus an earn-out estimated at a fair value of $2.5 million at the time of acquisition. The terms of the Diagnosys acquisition allow for a potential earn-out of up to an additional $13.0 million over the three years post-acquisition based on achievement of new order levels of over $72.0 million during that period. The fair value assigned to the earnout was determined using the real options method, which requires Level 3 inputs such as new order forecasts, discount rate, volatility factors, and other market variables to assess the probability of Diagnosys achieving certain order levels over the period. Based on actual and forecasted new orders, the fair value was zero as of July 2, 2022 and December 31, 2021. The fair value was reduced to zero as of July 3, 2021, with the contingent consideration liability fair value adjustment of $2.2 million recorded within the Selling, General and Administrative line in the Consolidated Condensed Statement of Operations in the three and six months ended July 3, 2021.
There were no other financial assets or liabilities carried at fair value measured on a recurring basis at December 31, 2021 or July 2, 2022.
On a Non-recurring Basis:
There were no non-recurring fair value measurements performed in the six months ended July 2, 2022 and July 3, 2021.
Due to their short-term nature, the carrying value of cash and equivalents, accounts receivable, accounts payable, and notes payable approximate fair value. The carrying value of the Company’s variable rate long-term debt instruments also approximates fair value due to the variable rate feature of these instruments.
17) Restructuring Charges
The COVID-19 pandemic has significantly impacted the global economy, and particularly the aerospace industry, resulting in reduced expectations of the Company’s anticipated future operating results. As a result, the Company executed restructuring activities in the form of workforce reduction, primarily in the second quarter of 2020, to align capacity with expected demand. Additional restructuring activities occurred during 2021 to align the workforce to expected activities and to consolidate certain facilities.
There were $0.1 million and $0.2 million in restructuring-related severance charges and other charges recorded in the three and six months ended July 2, 2022, respectively. There were $0.2 million in restructuring-related non-severance charges recorded in the three and six months ended July 3, 2021.
The following table reconciles the beginning and ending liability for restructuring charges:
(In thousands)2022
Balance as of January 1$2,400 
Restructuring Charges173 
Cash Paid(2,130)
Balance as of July 2$443 
The liability is recorded within Accrued Expenses and Other Current Liabilities and is comprised of employee termination benefits expected to be paid within the next 12 months. The cash paid in the six month period ended July 2, 2022 primarily consists of payments under non-cancelable purchase commitments for inventory which was not expected to be purchased prior to the expiration date of such agreements as a result of the restructuring plan.
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Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(The following should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Form 10-K for the year ended December 31, 2021.)
OVERVIEW
Astronics Corporation (“Astronics” or the “Company”) is a leading supplier of advanced technologies and products to the global aerospace and defense industries. Our products and services include advanced, high-performance electrical power generation and distribution systems, seat motion solutions, lighting and safety systems, avionics products, aircraft structures, systems certification, and automated test systems.
Our Aerospace segment designs and manufactures products for the global aerospace industry. Product lines include lighting and safety systems, electrical power generation, distribution and seat motions systems, aircraft structures, avionics products, systems certification, and other products. Our primary Aerospace customers are the airframe manufacturers (“OEM”) that build aircraft for the commercial, military and general aviation markets, suppliers to those OEM’s, aircraft operators such as airlines, suppliers to the aircraft operators, and branches of the U.S. Department of Defense (“USDOD”). Our Test Systems segment designs, develops, manufactures and maintains automated test systems that support the aerospace and defense, communications and mass transit industries as well as training and simulation devices for both commercial and military applications. In the Test Systems segment, Astronics’ products are sold to a global customer base including OEM's and prime government contractors for both electronics and military products.
Our strategy is to increase our value by developing technologies and capabilities, either internally or through acquisition, and using those capabilities to provide innovative solutions to our targeted markets where our technology can be beneficial.
Important factors affecting our growth and profitability are the ongoing impacts of the COVID-19 pandemic and the timing and extent of recovery (as discussed more fully below), supply chain pressures, the rate at which new aircraft are produced, government funding of military programs, our ability to have our products designed into new aircraft and the rates at which aircraft owners, including commercial airlines, refurbish or install upgrades to their aircraft. New aircraft build rates and aircraft owners spending on upgrades and refurbishments is cyclical and dependent on the strength of the global economy. Once designed into a new aircraft, the spare parts business is frequently retained by the Company. Future growth and profitability of the Test Systems business is dependent on developing and procuring new and follow-on business. The nature of our Test Systems business is such that it pursues large, often multi-year, projects. There can be significant periods of time between orders in this business which may result in large fluctuations of sales and profit levels and backlog from period to period. Test Systems segment customers include the USDOD, prime contractors to the USDOD, mass transit operators and prime contractors to mass transit operators.
In September 2021 the Company also entered into an agreement with the U.S. Department of Transportation (“USDOT”) under the Aviation Manufacturing Jobs Protection Program (“AMJP”) for a grant of up to $14.7 million. The Company received $7.4 million under the grant in 2021 and $5.2 million in the first quarter of 2022. The Company expects to receive the remainder in the third quarter of 2022 upon final confirmation from the USDOT of the Company meeting its grant commitments. The receipt of the full award is primarily conditioned upon the Company committing to not furlough, lay off or reduce the compensation levels of a defined group of employees during the six-month period of performance between September 2021 and March 2022. The grant benefit was recognized over the six-month performance period as a reduction to cost of products sold in proportion to the compensation expense that the award is intended to defray. The Company recognized the remaining $6.0 million of the award during the six months ended July 2, 2022.
On February 13, 2019, the Company completed a divestiture of its semiconductor test business within the Test Systems segment. The total proceeds of the divestiture included two elements of contingent purchase consideration (“earnout”). In the fourth quarter of 2021, the Company agreed to an earnout payment of $10.7 million for the calendar 2020 earnout, which was recorded in 2021 as a separate line item below operating loss and was received by the Company in early January 2022. In March 2022, the Company agreed with the earnout calculation for the calendar 2021 earnout in the amount of $11.3 million. The Company recorded the gain and received the payment in the first quarter of 2022.
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CONSOLIDATED RESULTS OF OPERATIONS AND OUTLOOK
Six Months EndedThree Months Ended
($ in thousands)July 2, 2022July 3, 2021July 2, 2022July 3, 2021
Sales$245,303 $217,015 $129,127 $111,158 
Gross Profit (sales less cost of products sold)$35,642 $29,668 $15,709 $15,395 
Gross Margin14.5 %13.7 %12.2 %13.8 %
Selling, General and Administrative Expenses$48,205 $45,100 $24,105 $21,315 
SG&A Expenses as a Percentage of Sales19.7 %20.8 %18.7 %19.2 %
Net Gain on Sale of Businesses$(11,284)$— $— $— 
Interest Expense, Net of Interest Income$3,293 $3,457 $1,662 $1,699 
Effective Tax Rate(165.0)%(0.2)%(6.4)%0.8 %
Net Loss$(14,111)$(20,008)$(11,010)$(8,099)
A discussion by segment can be found at “Segment Results of Operations and Outlook” in this MD&A.
CONSOLIDATED SECOND QUARTER RESULTS
Consolidated sales were up $18.0 million from the second quarter of 2021. Aerospace sales were up $20.1 million, or 22.5%, and Test System sales decreased $2.1 million.
Consolidated cost of products sold in the second quarter of 2022 was $113.4 million, compared with $95.8 million in the prior-year period. The increase was primarily due to higher volume combined with the impact of material and labor inflation, addressing supply chain disruptions and labor constraints. Research and development expenses increased $2.3 million due to higher innovation spend. The prior-year period benefited from $0.9 million in COVID-19 subsidies offsetting costs of products sold.
Selling, general and administrative (“SG&A”) expenses were $24.1 million in the second quarter of 2022 compared with $21.3 million in the prior-year period. The prior-year period benefited from a $2.2 million non-cash reduction of the fair value of a contingent consideration liability.
The effective tax rate for the quarter was (6.4)%, compared with 0.8% in the second quarter of 2021. The tax rate for the quarter was impacted by changes in the year-to-date and forecasted income (loss) before income taxes.
Consolidated net loss was $11.0 million, or $0.34 per diluted share, compared with net loss of $8.1 million, or $0.26 per diluted share, in the prior year.
Bookings were $148.4 million, for a book-to-bill ratio of 1.15:1. Backlog at the end of the quarter was $494.4 million. Approximately $278.0 million, or 56%, of backlog is expected to be recognized as revenue in 2022.
CONSOLIDATED YEAR-TO-DATE RESULTS
Consolidated sales were up $28.3 million. Aerospace sales were up $40.0 million from the first half of 2021. Test System sales decreased $11.8 million.
Consolidated cost of products sold in the first half of 2022 was $209.7 million, compared with $187.3 million in the prior-year period. The increase was primarily due to higher volume as the global aerospace industry continues its recovery from the COVID-19 pandemic. The current year period benefited from $6.0 million recognized as an offset to cost of products sold related to the AMJP award. Research and development expenses increased $4.2 million due to higher innovation spend.
SG&A expenses were $48.2 million in the first half of 2022 compared with $45.1 million the prior-year period. The prior-year period benefited from a $2.2 million non-cash reduction of the fair value of a contingent consideration liability.
The effective tax rate for the first half of 2022 was (165.0)%, compared with (0.2)% in the first half of 2021. In the past, research and development costs were deducted as incurred. However, beginning with the 2022 tax year, these costs are required to be capitalized for tax purposes and amortized over 5 years. The 2022 tax rate was impacted by a valuation allowance applied against the associated deferred tax asset created by the new treatment, due to the Company’s cumulative losses over the last three years. This was partially offset by the removal of valuation allowances related to net operating losses, tax credit carryovers, and certain timing differences that are expected to reverse during 2022 as well as a Federal research and development credit expected for 2022.
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Consolidated net loss was $14.1 million, or $(0.44) per diluted share, compared with net loss of $20.0 million, or $(0.65) per diluted share, in the prior year.
COVID-19 Impacts on Our Business
On March 11, 2020, the World Health Organization classified the COVID-19 outbreak as a pandemic. The spread of the COVID-19 pandemic disrupted businesses on a global scale, led to significant volatility in financial markets and affected the aviation and industrial industries. Substantially all of our operations and production activities have, to-date, remained operational. However, the impacts of the pandemic have placed labor and supply chain pressures on our business and we have been impacted by customer demand variability. Although we saw stable and growing backlog during the first half of 2022 in our aerospace business, COVID-19 related disruptions are ongoing and continue to adversely challenge our commercial transport market. While we remain bullish about the aerospace business, we believe the recovery to pre-pandemic activity, particularly in the widebody market, will take longer than originally anticipated at the outset of the pandemic. As economic activity continues to recover, we will continue to monitor the situation, assessing further possible implications on our operations, supply chain, liquidity, cash flow and customer orders.
Outlook
We are revising our expected 2022 revenue to be in the range of $550 million to $580 million, which incorporates a reduction at the high end of the range from previous guidance. The midpoint of this range would mean growth for the year of 27% over 2021 and implies average quarterly revenue of $160 million in the second half, a significant step up from recent levels. This ramp is expected to be weighted more toward the fourth quarter, however, and while we continue to be challenged by ongoing supply chain challenges, we believe today that this expansion in revenue is necessary and achievable. Higher volume will help satisfy customer demand, along with improved profitability and momentum as we close out 2022.
Consolidated backlog at July 2, 2022 was $494.4 million. Approximately 56% of the backlog is expected to be recognized as revenue in 2022.
Planned capital expenditures for 2022 are expected to be approximately $9 million to $10 million.
While core aerospace markets have strengthened as vaccination rates rise and passenger traffic accelerated, the ultimate impact of COVID-19 on our business, results of operations, financial condition and cash flows is dependent on future developments, including the duration of the pandemic, virus variants, vaccination rates and efficacy and the related length of impact on the global economy, supply chain and specifically on the markets we are active in, which are uncertain and cannot be predicted at this time.
SEGMENT RESULTS OF OPERATIONS AND OUTLOOK
Operating 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 loss is reconciled to loss before income taxes in Note 15 of the Notes to Consolidated Condensed Financial Statements included in this report.
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AEROSPACE SEGMENT
Six Months EndedThree Months Ended
(In thousands)July 2, 2022July 3, 2021July 2, 2022July 3, 2021
Sales$210,694 $170,650 $109,300 $89,220 
Less Inter-segment Sales
(10)(14)(10)— 
Total Aerospace Sales
$210,684 $170,636 $109,290 $89,220 
Operating Loss$(226)$(8,269)$(3,276)$(2,706)
Operating Margin(0.1)%(4.8)%(3.0)%(3.0)%
Aerospace Sales by Market
(In thousands)
Commercial Transport$133,332 $86,001 $69,243 $47,793 
Military28,873 37,783 13,897 16,801 
General Aviation33,997 29,022 18,130 14,994 
Other14,482 17,830 8,020 9,632 
$210,684 $170,636 $109,290 $89,220 
Aerospace Sales by Product Line
(In thousands)
Electrical Power & Motion$86,602 $64,092 $42,135 $34,748 
Lighting & Safety60,599 51,468 31,388 24,368 
Avionics43,281 32,864 24,406 18,021 
Systems Certification2,671 1,838 1,669 960 
Structures3,049 2,544 1,672 1,491 
Other14,482 17,830 8,020 9,632 
$210,684 $170,636 $109,290 $89,220 
(In thousands)July 2, 2022December 31, 2021
Total Assets
$463,715 $458,334 
Backlog
$410,765 $334,659 
AEROSPACE SECOND QUARTER RESULTS
Aerospace segment sales increased $20.1 million, or 22.5%, to $109.3 million. Commercial aerospace sales increased 44.9%, or $21.5 million, and drove the improvement. Sales to this market were $69.2 million compared with $47.8 million in the second quarter of 2021. Improving domestic airline travel that is driving higher fleet utilization and increased narrowbody production rates, including the 737 MAX, resulted in higher demand for Astronics’ products.
General Aviation sales increased $3.1 million, or 20.9%, to $18.1 million as higher demand in the business jet market for antenna products. The Company expects the strong end-user demand in the business jet industry to drive higher OEM production rates in the near future, resulting in increased demand for its products.
Military Aircraft sales decreased $2.9 million, or 17.3%, to $13.9 million. The prior-year period benefited from incremental non-recurring engineering revenue associated with development of programs and higher sales of avionics products.
Aerospace segment operating loss was $3.3 million compared with operating loss of $2.7 million for the same period last year. Higher operating losses were driven by inflationary impacts on input costs and inefficiencies associated with production execution due to supply chain constraints that restricted shipment volume.
AEROSPACE YEAR-TO-DATE RESULTS
Aerospace segment sales increased $40.0 million, or 23.5%, to $210.7 million. Sales continued to be positively affected by reasons discussed above.
Aerospace segment operating loss was $0.2 million compared with operating loss of $8.3 million for the same period last year. The improvement was driven by increased sales and the $6.0 million AMJP benefit in the 2022 period, partially offset by a $1.7
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million increase of expense associated with the reinstated 401K contribution. Aerospace operating loss in the prior-year period was significantly impacted by leverage lost on reduced sales.
AEROSPACE OUTLOOK
Aerospace bookings in the second quarter of 2022 were $126.0 million, for a book-to-bill ratio of 1.15:1. The Aerospace segment’s backlog at the end of the second quarter of 2022 was $410.8 million with approximately $246.6 million expected to be recognized as revenue over the remaining part of 2022 and $360.2 million scheduled over the next 12 months.
During the quarter, we announced some significant program wins. These included the award by Southwest Airlines to provide in-seat power systems, selection by Safran to provide satellite communication hardware for Airbus aircraft and being named the designer and developer of the electrical power distribution system for the Lilium eVTOL aircraft, our first announced eVTOL program. While these wins did not contribute meaningfully to bookings in the quarter, we expect they will be major drivers for our business going forward.
TEST SYSTEMS SEGMENT
Six Months EndedThree Months Ended
(In thousands)July 2, 2022July 3, 2021July 2, 2022July 3, 2021
Sales$34,638 $46,683 $19,840 $21,938 
Less Inter-segment Sales(19)(304)(3)— 
Total Test Systems Sales$34,619 $46,379 $19,837 $21,938 
Operating (Loss) Profit$(1,813)$243 $(26)$(946)
Operating Margin(5.2)%0.5 %(0.1)%(4.3)%
All Test Systems sales are to the Aerospace and Defense Market.
(In thousands)
July 2, 2022December 31, 2021
Total Assets
$100,224 $105,335 
Backlog$83,635 $81,033 
TEST SYSTEMS SECOND QUARTER RESULTS
Test Systems segment sales were $19.8 million, down $2.1 million compared with the prior-year period driven by lower defense revenue.
Test Systems was nearly break-even compared with operating loss of $0.9 million, or (4.3)% of sales, in the second quarter of 2021. Continued lower volume has driven operating losses in the second quarters of 2022 and 2021.
TEST SYSTEMS YEAR-TO-DATE RESULTS
Test Systems segment sales were $34.6 million, down $11.8 million compared with the prior-year period driven by lower revenue on defense and mass transit programs.
Test Systems operating loss was $1.8 million, or (5.2)% of sales, compared with operating profit of $0.2 million, or 0.5% of sales, in the first half of 2021. Operating loss in the first half of 2022 was negatively affected primarily by lower volume. Operating profit in the first half of 2021 was negatively affected by $1.9 million in legal fees related to infringement claims.
TEST SYSTEMS OUTLOOK
Bookings for the Test Systems segment in the quarter were $22.4 million, for a book-to-bill ratio of 1.13:1 for the quarter. The Test Systems segment’s backlog at the end of the second quarter of 2022 was $83.6 million, with approximately $31.4 million expected to be recognized as revenue over the remainder of 2022 and approximately $51.5 million scheduled over the next 12 months.
Our Test business has been pursuing some significant awards which have been delayed to the second half of the year. Our go-forward plan assumes that these awards will be made in the near future, supporting our plans for 2023 and beyond.
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LIQUIDITY AND CAPITAL RESOURCES
Operating Activities:
Cash used for operating activities totaled $10.3 million for the first six months of 2022, as compared with $2.3 million cash used for operating activities during the same period in 2021. Cash flow from operating activities decreased compared with the same period of 2021 primarily related to increases in net operating assets, primarily accounts receivable and inventory, more than offsetting cash received from income tax refunds and the AMJP program.
Investing Activities:
Cash provided by investing activities was $19.5 million for the first six months of 2022 compared with $3.6 million in cash used for investing activities in the same period of 2021. Investing cash flows in 2022 were positively impacted by the receipt of $10.7 million and $11.3 million related with the calendar 2020 and 2021 earnouts, respectively, from the sale of the semiconductor business. The Company expects capital spending in 2022 to be in the range of $9 million and $10 million.
Financing Activities:
Cash used for financing activities totaled $27.7 million for the first six months of 2022, as compared with $0.9 million cash used for financing activities during the same period in 2021. Cash used for financing activities increased compared with the same period of 2021 due to net payments on our senior credit facility of $27.0 million in the first six months of 2022, coupled with $0.8 million in costs associated with the March 1, 2022 amendment of our credit facility.
The Company's long-term debt consists of borrowings under its Fifth Amended and Restated Credit Agreement (the “Agreement”). On March 1, 2022, the Company executed an amendment to the Agreement, which reduced the revolving credit line from $375 million to $225 million and extended the maturity date of the loans under the facility from February 16, 2023 to May 30, 2023. The definition of Adjusted EBITDA was modified to exclude income from earnout payments and asset sales. On August 9, 2022, the Company executed a further amendment to the Agreement (the “Amended Facility”), which reduced the revolving credit line from $225 million to $190 million until September 12, 2022 with further reductions to $180 million effective September 12, 2022 and $170 million effective October 11, 2022. The Amended Facility extended the maturity date of the loans under the facility from May 30, 2023 to August 31, 2023. Interest is payable on the unpaid principal amount of the facility at a rate equal to the Secured Overnight Financing Rate (“SOFR”, which shall be at least 1.00%), plus between 1.50% to 4.75% based upon the Company’s leverage ratio. The Company also pays a commitment fee to the lenders in an amount equal to 0.10% to 0.40% on the undrawn portion of the Amended Facility, based upon the Company’s leverage ratio. Both amendments provided for the payment of a consent fee of 10 basis points of the commitment for each consenting lender.
At July 2, 2022, there was $136.0 million outstanding on the revolving credit facility and there remained $87.9 million available subject to the minimum liquidity covenant discussed below, net of outstanding letters of credit. The credit facility allocates up to $20 million of the $225 million revolving credit line for the issuance of letters of credit, including certain existing letters of credit. At July 2, 2022, outstanding letters of credit totaled $1.1 million. The Company is required to maintain minimum liquidity, defined as unrestricted cash plus the unused revolving credit commitments, of $35 million. The maximum net leverage ratio is set at 0.00 to 1 for the first and second quarters of 2022 under the previous facility. The Amended Facility includes a maximum net leverage ratio of 4.25 to 1 for the third quarter of 2022 and 0.00375 to 1 thereafter. The Company was in compliance with its financial covenants at July 2, 2022.
The Amended Facility temporarily restricts acquisitions through the third quarter of 2022, as well as dividend payments and share repurchases through the maturity date of the Amended Facility. The Company’s obligations under the Amended Facility are jointly and severally guaranteed by each domestic subsidiary of the Company other than non-material subsidiaries.
The obligations are secured by a first priority lien on substantially all of the Company’s and the guarantors’ assets. In the event of voluntary or involuntary bankruptcy of the Company or any subsidiary, all unpaid principal and other amounts owing under the Amended Facility automatically become due and payable. Other events of default, such as failure to make payments as they become due and breach of financial and other covenants, change of control, judgments over a certain amount, and cross default under other agreements give the agent the option to declare all such amounts immediately due and payable.
We are currently in the process of evaluating terms and conditions for a new long-term financing arrangement, which includes an asset-based lending agreement and separate agreement that would monetize our real estate as collateral. The extent to which we will be able to effect such refinancing, replacement or maturity extension on terms that are favorable to us or at all is dependent on a number of uncertain factors, including then-prevailing credit and other market conditions, economic conditions, particularly in the aerospace and defense markets, disruptions or volatility caused by factors such as COVID-19, regional conflicts, inflation, and supply chain disruptions. In addition, rising interest rates could limit our ability to refinance our existing
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credit facility when it matures or cause us to pay higher interest rates upon refinancing. As the Company’s long-term debt approaches maturity, if the Company is unable to refinance, replace or extend the maturity on its credit facility, the Company’s liquidity, results of operations, and financial condition could be materially adversely impacted. If we are unable to obtain a new long-term financing facility before we file our third quarter 2022 Form 10-Q to replace our existing debt facility, borrowings outstanding under our existing credit facility will come due within 12 months of that filing date and could result in substantial doubt about our ability to continue as a going concern in the event that we are not reasonably assured to have sufficient cash balances to repay the remaining obligations at maturity.
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.
BACKLOG
The Company’s backlog at July 2, 2022 was $494.4 million compared with $415.7 million at December 31, 2021 and $312.7 million at July 3, 2021.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
Except as noted below, our contractual obligations and commitments have not changed materially from the disclosures in our 2021 Annual Report on Form 10-K.
Absent any legislative changes, the Company expects to pay approximately $9 million to $10 million in income tax payments related to the 2022 tax year. These expected tax payments are largely the result of the requirement to capitalize and amortize certain research and development expenses for U.S. tax purposes beginning in 2022.
MARKET RISK
The Company believes that there have been no material changes in the current year regarding the market risk information for its exposure to interest rate fluctuations. Although the majority of our sales, expenses and cash flows are transacted in U.S. dollars, we have exposure to changes in foreign currency exchange rates related primarily to the Euro and the Canadian dollar. The Company believes that the impact of changes in foreign currency exchange rates in 2022 have not been significant.
CRITICAL ACCOUNTING POLICIES
Refer to Note 2 of the Notes to Consolidated Condensed Financial Statements included in this report for the Company’s critical accounting policies with respect to revenue recognition. For a complete discussion of the Company’s other critical accounting policies, refer to the Company’s annual report on Form 10-K for the year ended December 31, 2021.
RECENT ACCOUNTING PRONOUNCEMENTS
Refer to Note 1 of the Notes to Consolidated Condensed Financial Statements included in this report.
FORWARD-LOOKING STATEMENTS
Information included in this report that does not consist of historical facts, including statements accompanied by or containing words such as “may,” “will,” “should,” “believes,” “expects,” “expected,” “intends,” “plans,” “projects,” “approximate,” “estimates,” “predicts,” “potential,” “outlook,” “forecast,” “anticipates,” “presume” and “assume,” are forward-looking statements. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and are subject to several factors, risks and uncertainties, the impact or occurrence of which could cause actual results to differ materially from the expected results described in the forward-looking statements. Certain of these factors, risks and uncertainties are discussed in the sections of this report entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” New factors, risks and uncertainties may emerge from time to time that may affect the forward-looking statements made herein. Given these factors, risks and uncertainties, investors should not place undue reliance on forward-looking statements as predictive of future results. We disclaim any obligation to update the forward-looking statements made in this report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See Market Risk in Item 2, above.
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Item 4. Controls and Procedures
a.Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of July 2, 2022. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of July 2, 2022.
b.Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Currently, we are involved in legal proceedings relating to an allegation of patent infringement and, based on rulings to date we have concluded that losses related to these proceedings are probable. For a discussion of contingencies related to legal proceedings, see Note 14 of the Notes to Consolidated Condensed Financial Statements.
Item 1a. Risk Factors
In addition to other information set forth in this report, you should carefully consider the factors discussed in Part 1, Item 1A. “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2021, which could materially affect our business, financial condition or results of operations. The risks described in our Annual Report on Form 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or results of operations.
Item 2. Unregistered sales of equity securities and use of proceeds
The following table summarizes our purchases of our common stock for the three months ended July 2, 2022.
PeriodTotal Number of Shares PurchasedAverage Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Dollar Value of Shares that may yet be Purchased Under the Program (1)
April 3, 2022 - July 2, 2022
— $— — $41,483,815 
(1)    Previously, the Board of Directors authorized share repurchase programs that authorized repurchases up to certain monetary limits in accordance with applicable securities laws on the open market or through privately negotiated transactions. Under those programs, we purchased approximately 3,498,000 shares for $100 million.
On September 17, 2019, the Board of Directors authorized an additional share repurchase program. This program authorizes repurchases of up to $50 million of common stock. Cumulative repurchases under this plan were approximately 310,000 shares at a cost of $8.5 million before the 10b5-1 plan associated with the share repurchase program was terminated on February 3, 2020. There have been no repurchases since that date.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
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Item 6. Exhibits
Section 302 Certification - Chief Executive Officer
Section 302 Certification - Chief Financial Officer
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101.1*
Instance Document
Exhibit 101.2*
Schema Document
Exhibit 101.3*
Calculation Linkbase Document
Exhibit 101.4*
Labels Linkbase Document
Exhibit 101.5*
Presentation Linkbase Document
Exhibit 101.6*
Definition Linkbase Document
*
Submitted electronically herewith.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
ASTRONICS CORPORATION
(Registrant)
Date:
August 11, 2022
By:
/s/ David C. Burney
David C. Burney
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

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