atro-20240928

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 September 28, 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 ¨

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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 November 1, 2024, 35,262,393 shares of common stock were outstanding consisting of 29,685,114 shares of common stock ($.01 par value) and 5,577,279 shares of Class B common stock ($.01 par value).

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TABLE OF CONTENTS

PAGE

PART I

FINANCIAL INFORMATION

Item 1

Financial Statements:

•

Consolidated Condensed Balance Sheets as of September 28 , 2024 and December 31, 2023

•

Consolidated Condensed Statements of Operations for the Three and Nine Months Ended September 28 , 2024 and September 30 , 2023

•

Consolidated Condensed Statements of Comprehensive Loss for the Three and Nine Months Ended September 28 , 2024 and September 30 , 2023

•

Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 28 , 2024 and September 30 , 2023

•

Consolidated Condensed Statements of Shareholders’ Equity for the Three and Nine Months Ended September 28 , 2024 and September 30 , 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

September 28, 2024 with Comparative Figures for December 31, 2023

(Unaudited)

(In thousands)


	September 28, 2024		December 31, 2023

Current Assets:
Cash and Cash Equivalents	$	5,177	$	4,756
Restricted Cash	1,187		6,557
Accounts Receivable, Net of Allowance for Estimated Credit Losses	193,494		172,108
Inventories	204,952		191,801
Prepaid Expenses and Other Current Assets	19,371		14,560

Total Current Assets	424,181		389,782
Property, Plant and Equipment, Net of Accumulated Depreciation	81,309		85,436
Operating Right-of-Use Assets	24,849		27,909
Other Assets	7,387		7,035
Intangible Assets, Net of Accumulated Amortization	55,702		65,420
Goodwill	58,169		58,210
Total Assets	$	651,597	$	633,792
Current Liabilities:
Current Maturities of Long-term Debt	$	550	$	8,996
Accounts Payable	57,058		61,134
Current Operating Lease Liabilities	5,080		5,069
Accrued Expenses and Other Current Liabilities	68,204		46,106
Customer Advance Payments and Deferred Revenue	19,144		22,029

Total Current Liabilities	150,036		143,334
Long-term Debt	178,423		159,237
Long-term Operating Lease Liabilities	21,409		24,376
Other Liabilities	52,525		57,327
Total Liabilities	402,393		384,274
Shareholders’ Equity:
Common Stock	377		373
Accumulated Other Comprehensive Loss	(8,456)		(9,426)
Other Shareholders’ Equity	257,283		258,571
Total Shareholders’ Equity	249,204		249,518
Total Liabilities and Shareholders’ Equity	$	651,597	$	633,792

See notes to consolidated condensed financial statements.

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ASTRONICS CORPORATION

Consolidated Condensed Statements of Operations

Three and Nine Months Ended September 28, 2024 With Comparative Figures for 2023

(Unaudited)

(In thousands, except per share data)


	Nine Months Ended				Three Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Sales	$	586,886	$	493,914	$	203,698	$	162,922
Cost of Products Sold	468,598		413,091		160,955		142,304
Gross Profit	118,288		80,823		42,743		20,618

Selling, General and Administrative Expenses	100,698		95,276		34,369		35,097

Income (Loss) from Operations	17,590		(14,453)		8,374		(14,479)
Net Gain on Sale of Business	—		(3,427)		—		—
Loss on Extinguishment of Debt	6,987		—		6,987		—
Other Expense (Income), Net	1,214		(562)		343		348
Interest Expense, Net of Interest Income	17,832		17,381		6,217		5,991
Loss Before Income Taxes	(8,443)		(27,845)		(5,173)		(20,818)
Provision for (Benefit from) Income Taxes	4,940		5,552		6,565		(3,835)
Net Loss	$	(13,383)	$	(33,397)	$	(11,738)	$	(16,983)
Loss Per Share:
Basic	$	(0.38)	$	(1.02)	$	(0.34)	$	(0.51)
Diluted	$	(0.38)	$	(1.02)	$	(0.34)	$	(0.51)

See notes to consolidated condensed financial statements.

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ASTRONICS CORPORATION

Consolidated Condensed Statements of Comprehensive Loss

Three and Nine Months Ended September 28, 2024 With Comparative Figures for 2023

(Unaudited)

(In thousands)


	Nine Months Ended				Three Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net Loss	$	(13,383)	$	(33,397)	$	(11,738)	$	(16,983)
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments	127		(117)		1,051		(828)
Retirement Liability Adjustment – Net of Tax	843		557		281		185
Total Other Comprehensive Income (Loss)	970		440		1,332		(643)
Comprehensive Loss	$	(12,413)	$	(32,957)	$	(10,406)	$	(17,626)

See notes to consolidated condensed financial statements.

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ASTRONICS CORPORATION

Consolidated Condensed Statements of Cash Flows

Nine Months Ended September 28, 2024 With Comparative Figures for 2023

(Unaudited)

(In thousands)


	Nine Months Ended
	September 28, 2024		September 30, 2023
Cash Flows from Operating Activities:
Net Loss	$	(13,383)	$	(33,397)
Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities:
Depreciation and Amortization	18,572		19,758
Amortization of Deferred Financing Fees	2,711		2,148
Provisions for Non-Cash Losses on Inventory and Receivables	8,023		13,713
Equity-based Compensation Expense	6,414		5,603

Operating Lease Non-Cash Expense	3,869		3,816
Non-Cash 401K Contribution and Quarterly Bonus Accrual	3,454		3,773
Non-Cash Annual Stock Bonus Accrual	1,448		—
Loss on Extinguishment of Debt	6,987		—
Net Gain on Sale of Business, Before Taxes	—		(3,427)

Non-Cash Litigation Provision Adjustment	—		(1,305)




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


Other	2,899		911
Changes in Operating Assets and Liabilities Providing (Using) Cash:
Accounts Receivable	(22,712)		(12,980)
Inventories	(19,829)		(24,024)
Accounts Payable	(3,304)

SEC Form 10-Q filed by Astronics Corporation