atro-20240629

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 June 29, 2024


☐			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:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $.01 par value per share	ATRO	NASDAQ Stock Market

Securities registered pursuant to Section 12(g) of the Act: None

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 ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ý No ¨

Table of Contents

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer”, an “accelerated filer”, a “non-accelerated filer”, a “smaller reporting company” and an “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☐

Accelerated 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 July 29, 2024, 34,992,111 shares of common stock were outstanding consisting of 29,335,907 shares of common stock ($.01 par value) and 5,656,204 shares of Class B common stock ($.01 par value).

Table of Contents

TABLE OF CONTENTS

PAGE

PART I

FINANCIAL INFORMATION

Item 1

Financial Statements:

•

Consolidated Condensed Balance Sheets as of June 29 , 2024 and December 31, 2023

•

Consolidated Condensed Statements of Operations for the Three and Six Months Ended June 29 , 2024 and July 1, 2023

•

Consolidated Condensed Statements of Comprehensive (Loss ) Income for the Three and Six Months Ended June 29 , 2024 and July 1, 2023

•

Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 29 , 2024 and July 1, 2023

•

Consolidated Condensed Statements of Shareholders’ Equity for the Three and Six Months Ended June 29 , 2024 and July 1, 2023

•

Notes to Consolidated Condensed Financial Statements

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3

Quantitative and Qualitative Disclosures about Market Risk

Item 4

Controls and Procedures

PART II

OTHER INFORMATION

Item 1

Legal Proceedings

Item 1a

Risk Factors

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3

Defaults Upon Senior Securities

Item 4

Mine Safety Disclosures

Item 5

Item 6

Part I – Financial Information

Item 1. Financial Statements

ASTRONICS CORPORATION

Consolidated Condensed Balance Sheets

June 29, 2024 with Comparative Figures for December 31, 2023

(Unaudited)

(In thousands)


	June 29, 2024		December 31, 2023

Current Assets:
Cash and Cash Equivalents	$	2,857	$	4,756
Restricted Cash	1,535		6,557
Accounts Receivable, Net of Allowance for Estimated Credit Losses	186,295		172,108
Inventories	200,679		191,801
Prepaid Expenses and Other Current Assets	21,039		14,560

Total Current Assets	412,405		389,782
Property, Plant and Equipment, Net of Accumulated Depreciation	82,511		85,436
Operating Right-of-Use Assets	26,262		27,909
Other Assets	6,695		7,035
Intangible Assets, Net of Accumulated Amortization	58,843		65,420
Goodwill	58,143		58,210
Total Assets	$	644,859	$	633,792
Current Liabilities:
Current Maturities of Long-term Debt	$	1,300	$	8,996
Accounts Payable	56,186		61,134
Current Operating Lease Liabilities	5,485		5,069
Accrued Expenses and Other Current Liabilities	60,536		46,106
Customer Advance Payments and Deferred Revenue	17,635		22,029

Total Current Liabilities	141,142		143,334
Long-term Debt	172,635		159,237
Long-term Operating Lease Liabilities	22,423		24,376
Other Liabilities	50,779		57,327
Total Liabilities	386,979		384,274
Shareholders’ Equity:
Common Stock	377		373
Accumulated Other Comprehensive Loss	(9,788)		(9,426)
Other Shareholders’ Equity	267,291		258,571
Total Shareholders’ Equity	257,880		249,518
Total Liabilities and Shareholders’ Equity	$	644,859	$	633,792

See notes to consolidated condensed financial statements.

Table of Contents

ASTRONICS CORPORATION

Consolidated Condensed Statements of Operations

Three and Six Months Ended June 29, 2024 With Comparative Figures for 2023

(Unaudited)

(In thousands, except per share data)


	Six Months Ended				Three Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Sales	$	383,188	$	330,992	$	198,114	$	174,454
Cost of Products Sold	307,643		270,787		156,760		141,759
Gross Profit	75,545		60,205		41,354		32,695

Selling, General and Administrative Expenses	66,329		60,179		33,804		30,299

Income from Operations	9,216		26		7,550		2,396
Net Gain on Sale of Business	—		(3,427)		—		—
Other Expense (Income), Net	871		(910)		435		378
Interest Expense, Net of Interest Income	11,615		11,390		5,856		5,920
(Loss) Income Before Income Taxes	(3,270)		(7,027)		1,259		(3,902)
(Benefit from) Provision for Income Taxes	(1,625)		9,387		(274)		8,097
Net (Loss) Income	$	(1,645)	$	(16,414)	$	1,533	$	(11,999)
(Loss) Earnings Per Share:
Basic	$	(0.05)	$	(0.50)	$	0.04	$	(0.37)
Diluted	$	(0.05)	$	(0.50)	$	0.04	$	(0.37)

See notes to consolidated condensed financial statements.

Table of Contents

ASTRONICS CORPORATION

Consolidated Condensed Statements of Comprehensive (Loss) Income

Three and Six Months Ended June 29, 2024 With Comparative Figures for 2023

(Unaudited)

(In thousands)


	Six Months Ended				Three Months Ended
	June 29, 2024		July 1, 2023		June 29, 2024		July 1, 2023
Net (Loss) Income	$	(1,645)	$	(16,414)	$	1,533	$	(11,999)
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustments	(924)		711		(168)		487
Retirement Liability Adjustment – Net of Tax	562		372		281		187
Total Other Comprehensive (Loss) Income	(362)		1,083		113		674
Comprehensive (Loss) Income	$	(2,007)	$	(15,331)	$	1,646	$	(11,325)

See notes to consolidated condensed financial statements.

Table of Contents

ASTRONICS CORPORATION

Consolidated Condensed Statements of Cash Flows

Six Months Ended June 29, 2024 With Comparative Figures for 2023


	Six Months Ended
(Unaudited, In thousands)	June 29, 2024		July 1, 2023
Cash Flows from Operating Activities:
Net Loss	$	(1,645)	$	(16,414)
Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities:
Depreciation and Amortization	12,531		13,373
Amortization of Deferred Financing Fees	1,695		1,363
Provisions for Non-Cash Losses on Inventory and Receivables	2,415		1,705
Equity-based Compensation Expense	4,642		3,992

Operating Lease Non-Cash Expense	2,562		2,563
Non-Cash 401K Contribution and Quarterly Bonus Accrual	3,454		2,536
Non-Cash Annual Stock Bonus Accrual	1,448		—
Net Gain on Sale of Business, Before Taxes	—		(3,427)






Non-Cash Deferred Liability Recovery	—		(5,824)

Other	1,827		(1,275)
Changes in Operating Assets and Liabilities Providing (Using) Cash:
Accounts Receivable	(15,281)		(22,619)
Inventories	(11,398)		(22,638)
Accounts Payable	(4,661)		14,081
Accrued Expenses	9,255		5,611
Customer Advance Payments and Deferred Revenue	(4,280)		959
Income Taxes	(4,487)		7,422
Operating Lease Liabilities	(2,447)		(2,674)
Supplemental Retirement Plan Liabilities	(209)		(206)
Other Assets and Liabilities	356		321
Net Cash from Operating Activities	(4,223)		(21,151)
Cash Flows from Investing Activities:
Proceeds from Sale of Business and Assets	—		3,427
Capital Expenditures	(3,394)		(3,806)



Net Cash from Investing Activities	(3,394)		(379)
Cash Flows from Financing Activities:
Proceeds from Long-term Debt	15,392		131,732
Principal Payments on Long-term Debt	(9,498)		(112,774)

Stock Award Activity	(3,172)		(601)
Financing-related Costs	(1,837)		(6,388)
Finance Lease Principal Payments	(70)		(24)




Other	(10)		—
Net Cash from Financing Activities	805		11,945
Effect of Exchange Rates on Cash	(109)		101
Decrease in Cash and Cash Equivalents and Restricted Cash	(6,921)		(9,484)
Cash and Cash Equivalents and Restricted Cash at Beginning of Period	11,313		13,778
Cash and Cash Equivalents and Restricted Cash at End of Period	$	4,392	$

SEC Form 10-Q filed by Astronics Corporation