UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________
Form 10-K
___________________________________________________________ | | | | | |
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the Fiscal Year Ended December 31, 2022 |
| or | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from__________ to __________ | |
For the Fiscal Year Ended December 31, 2019
Commission File Number 0-7087
___________________________________________________________
Astronics Corporation
(Exact Name of Registrant as Specified in its Charter)
___________________________________________________________
| | | | | | | | |
| New York | | 16-0959303 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
130 Commerce Way, East Aurora, NY 14052
(Address of principal executive office)
Registrant’s telephone number, including area code (716) 805-1599
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) 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
______________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
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 (§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 ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See definition of “large accelerated filer”, an “accelerated filer”, a “non-accelerated filer” and, a “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| | | | | | | | | | | |
| Large accelerated filer | ☒☐ | Accelerated filer | ☐☒ |
| | | |
| Non-accelerated filer | ☐ | Smaller Reporting Company | ☐ |
| | | |
| | Emerging Growth Company | ☐ |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of February 24, 2020, 30,720,701March 6, 2023, 32,282,681 shares were outstanding, consisting of 23,205,72926,033,774 shares of Common Stock $.01 par value and 7,514,9726,248,907 shares of Class B Stock $.01 par value. The aggregate market value, as of the last business day of the Company’s most recently completed second fiscal quarter, of the shares of Common Stock and Class B Stock of Astronics Corporation held by non-affiliates was approximately $1,107,000,000$298,000,000 (assuming conversion of all of the outstanding Class B Stock into Common Stock and assuming the affiliates of the Registrant to be its directors, executive officers and persons known to the Registrant to beneficially own more than 10% of the outstanding capital stock of the Corporation).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company’s Proxy Statement for the 20202023 Annual Meeting of Shareholders to be held May 21, 202023, 2023 are incorporated by reference into Part III of this Report.
Table of Contents
ASTRONICS CORPORATION
Index to Annual Report
on Form 10-K
Year Ended December 31, 20192022
| | | | | | | | |
| | | Page |
| | |
| Item 1. | | |
| Item 1A. | | |
| Item 1B. | | |
| Item 2. | | |
| Item 3. | | |
| Item 4. | | |
| | |
| | |
| Item 5. | | |
| Item 6. | | |
| Item 7. | | |
| Item 7A. | | |
| Item 8. | | |
| Item 9. | | |
| Item 9A. | | |
| Item 9B. | | |
| Item 9C. | | |
| | |
| | |
| Item 10. | | |
| Item 11. | | |
| Item 12. | | |
| Item 13. | | |
| Item 14. | | |
| | |
| | |
| Item 15. | | |
| Item 16. | | |
FORWARD LOOKING STATEMENTS
Information included or incorporated by reference 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. WeExcept as required by applicable law, we disclaim any obligation to update the forward-looking statements made in this report.
PART I
ITEM 1. BUSINESS
Astronics Corporation (“Astronics” or the “Company”) is a leading supplierprovider of advanced technologies and products to the global aerospace, defense and defenseelectronics industries. Our products and services include advanced, high-performance electrical power generation, and distribution systems,and seat motion solutions,systems, lighting and safety systems, avionics products, systems and certification, aircraft structures systems certification and automated test systems.
We have principal operations in the United States (“U.S.”), Canada, France and the United Kingdom (“UK”),England, as well as engineering offices in the Ukraine and India. We designThe operation in Ukraine is a small engineering office and build our products through our wholly owned subsidiaries Astronics Advanced Electronic Systems Corp. (“AES”); Astronics AeroSat Corporation (“AeroSat”); Armstrong Aerospace, Inc. (“Armstrong”); Astronics Test Systems, Inc. (“ATS”); Ballard Technology, Inc. (“Ballard”); Astronics Custom Control Concepts Inc. (“CCC”); Astronics Connectivity Systemswe have not experienced any significant disruption in staffing or services as a result of the Ukrainian and Certification Corp. and subsidiaries (“CSC”); Diagnosys Inc. and its affiliates (“Diagnosys”); Astronics DME LLC (“DME”); Freedom Communication Technologies, Inc. (“Freedom”); Luminescent Systems, Inc. (“LSI”); Luminescent Systems Canada, Inc. (“LSI Canada”); Max-Viz, Inc. (“Max-Viz”); Peco, Inc. (“Peco”); and PGA Electronic s.a. (“PGA”).Russian conflict.
AcquisitionsImpact of the COVID-19 Pandemic
On July 1, 2019,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. 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 2022 in our aerospace business, COVID-19 related disruptions are ongoing and continue to adversely challenge our markets. 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.
See Part I, Item 1A, Risk Factors, for an additional discussion of risk related to supply chain disruptions.
In September 2021 the Company acquired all of the issued and outstanding capital stock of Freedom Communication Technologies, Inc. Freedom, located in Kilgore, Texas, iswas awarded a leader in wireless communication testing, primarily for the civil land mobile radio market. Freedom is included in our Test Systems segment. The total consideration for the transaction was $21.8 million, net of $0.6 million in cash acquired.
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 contingent purchase consideration (“earn-out”) estimated at a fair value of $2.5 million. Diagnosys is included in our Test Systems segment. Diagnosys is a developer and manufacturer of comprehensive automated test equipment providing test, support, and repair of high value electronics, electro-mechanical, pneumatic and printed circuit boards focused on the global mass transit and defense markets. The terms of the acquisition allow for a potential earn-outgrant of up to an additional $13.0$14.7 million from the U.S. Department of Transportation under the Aviation Manufacturing Jobs Protection Program (“AMJP”). The Company received $7.4 million under the grant in 2021, $5.2 million in the first quarter of 2022 and $2.1 million in the third quarter of 2022. The grant benefit was recognized ratably over the next threesix-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 years basedended December 31, 2022 and 2021, the Company recognized $6.0 million and $8.7 million of the award, respectively.
Additionally, the Company qualified for government subsidies from the Canadian and French governments as a result of the COVID-19 pandemic’s impact on achievementour 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 amounts recognized during 2022 were immaterial.
For additional details regarding the subsidies and grants, and their impact on consolidated results of operations and financial position, see Note 1 to the consolidated financial statements in Item 8, Financial Statements and Supplementary Data, of this report.
Refinancing
On January 19, 2023, the Company completed a financing transaction totaling $205 million, which refinanced its previous revolving credit facility which was scheduled to mature in November 2023. The new order levelsfinancing consists of over $72.0a $90 million during that period.asset-based term loan (the “Term Loan Facility”) and a $115 million asset-based revolving credit facility (the “ABL Revolving Credit Facility”). The acquired business has operationsTerm Loan Facility requires monthly amortization beginning in Westford, Massachusetts as well as Ferndown, England,April 2023, bears interest at the Secured Overnight Financing Rate (“SOFR”) plus 8.75%, is collateralized by real estate, fixed assets and an engineering centerintellectual property, and is scheduled to mature on the earlier of excellencethe maturity of the ABL Revolving Credit Facility or January 19, 2027. The ABL Revolving Credit Facility bears interest at SOFR plus between 2.25% and 2.75%, is collateralized by certain domestic accounts receivable and inventory, and is scheduled to mature on January 19, 2026. For additional information, see discussion in Bangalore, India.Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Note 8, Long-Term Debt, of Item 8, Financial Statements and Supplementary Data, of this report.
Divestitures
On February 13, 2019, the Company completed a divestiture of its semiconductor test business within the Test Systems segment. The business was not core to the futuretotal proceeds of the Test Systems segment. The total proceeds receiveddivestiture 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 sale amounted to $103.8calendar 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 a pre-taxthe gain onand received the sale of $80.1 millionpayment in the first quarter of 2019.2022. In February 2023, the Company was notified by the buyer that they have calculated $3.4 million as being payable for the calendar 2022 earnout. The Company recorded income tax expense relatingis in the process of reviewing the calculation and expects to record the gain of $19.7 million.
The transaction also includes two elements of contingent earnouts. The “First Earnout” is calculated based on a multiple of all future sales of existing and certain future derivative products to existing and future customers in each annual period from 2019 through 2022. The First Earnout may not exceed $35.0 million in total. The “Second Earnout” is calculated based on a multiple of future sales related to an existing product and program with an existing customer exceeding an annual threshold for each annual period from 2019 through 2022. The Second Earnout is not capped. For the Second Earnout, if the applicable sales in an annual period do not exceed the annual threshold, no amounts will be paid relative to such annual period; the sales in such annual period do not carry over to the next annual period. Due to the degree of uncertainty associated with estimating the future sales levels of the divested business and its underlying programs, and the lack of reliable predictive market information, the Company will recognize such earnout proceeds, if received, as additional gain on sale, when such proceedsand receive the payment, in the first quarter of 2023. We are realized or realizable. No amounts were due under the First Earnout.not eligible for any further earnout payments related to this divestiture. For further information, see Note 21 in Item 8, Financial Statements and Supplementary Data, of this report.
On July 12, 2019,October 6, 2021, the Company sold intellectual propertyone of its Aerospace buildings for $9.2 million. Net cash proceeds were approximately $8.8 million and certain assets associated with its Airfield Lighting product line for $1.0 million in cash. The Airfield Lighting product line, part of the Aerospace segment, was not core to the business and represented less than 1% of revenue. The Company recorded a pre-tax lossgain on the sale of approximately $1.3 million.$5.0 million was recorded. The operation has been integrated into another facility.
Products and Customers
Our Aerospace segment designs and manufactures products for the global aerospace and defense industry. Product lines include lighting and safety systems, electrical power generation, distribution and motionsseat motion systems, aircraft structures, avionics products, systems certification, and other products. Our Aerospace customers are the airframe manufacturers (“OEM”) that build aircraft
for the commercial transport, military and general aviation markets, suppliers to those OEM’s,OEMs, aircraft operators such as airlines, suppliers to the aircraft operators, and branches of the U.S. Department of Defense. During 2019,2022, this segment’s sales were divided 76%68% to the commercial transport market, 11%12% to the military aircraft market, 10%14% to the business jetgeneral aviation market and 3%6% to other markets. As a result of the COVID-19 pandemic and its adverse impact on air travel worldwide, the commercial aerospace industry has been significantly disrupted. Most of this segment’s sales are a result of contracts or purchase orders received from customers, placed on a day-to-day basis or for single year procurements rather than long-term multi-year contract commitments. On occasion, the Company does receive contractual commitments or blanket purchase orders from our customers covering multiple-year deliveries of hardware to our customers.
Our Test Systems segment designs, develops, manufactures and maintains automated test systems that support the aerospace and defense, communications and weapons test systemsmass 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 OEMs and prime government contractors for both electronics and military products. The nature of our Test Systems business is such that it pursues large, often multi-year, projects.
Sales by segment, geographic region, major customer and foreign operations are provided in Note 20 ofin Item 8, Financial Statements and Supplementary Data, inof this report.
We have historically had a significant concentration of business with two major customers; Panasonic Avionics Corporation (“Panasonic”) and The Boeing Company (“Boeing”). Sales to Panasonic accounted for less than 10% of sales in 2022 and Panasonic Avionics Corporation (“Panasonic”).2021, and 11.1% of sales in 2020. Sales to Boeing accounted for 13.6%11.0% of sales in 2019, 14.3%2022, 10.0% of sales in 2018,2021, and 16.8%less than 10% of sales in 2017.2020. Sales to Panasonic accounted for 13.0% of salesand Boeing are primarily in 2019, 14.4% of sales in 2018, and 19.1% of sales in 2017.the Aerospace segment.
Strategy
Our strategy is to increase our value by developing technologies and capabilities either internally or through acquisition, and use those capabilities to provide innovative solutions to the aerospace and defense and otherour targeted markets where our technology can be beneficial.
Practices as to Maintaining Working Capital
Liquidity is discussed in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in the Liquidity and Capital Resources section of this report.
Competitive Conditions
We experience considerable competition in the market sectors we serve, principally with respect to product performance and price, from various competitors, many of which are substantially larger and have greater resources.resources than we do. Success in the markets we serve depends upon product innovation, customer support, responsiveness and cost management. We continue to invest in developing the technologies and engineering support critical to competing in our markets.
Government Contracts
All U.S. government contracts, including subcontracts where the U.S. government is the ultimate customer, may be subject to termination at the election of the government. Our revenue stream relies on military spending. Approximately 13%11% of our 2022 consolidated sales were made to government-related markets.
Government Regulation
The Federal Aviation Administration (“FAA”) regulates the militarymanufacture, repair and operation of all aircraft and military testaircraft parts operated in the United States. Its regulations are designed to ensure that all aircraft and aviation equipment are continuously maintained in proper condition to ensure safe operation of the aircraft. Similar rules apply in other countries. All aircraft must be maintained under a continuous condition monitoring program and must periodically undergo thorough inspection and maintenance. The inspection, maintenance and repair procedures for the various types of aircraft and equipment are prescribed by regulatory authorities and can be performed only by certified repair facilities utilizing certified technicians. Certification and conformance is required prior to installation of a part on an aircraft. Our operations may in the future be subject to new and more stringent regulatory requirements. In that regard, we closely monitor the FAA and industry trade groups in an attempt to understand how possible future regulations might impact us. Our businesses which sell products directly to the U.S. Government or for use in systems markets combined.delivered to the U.S. Government can be subject to various laws and regulations governing pricing and other factors.
There has been no material adverse effect to our consolidated financial statements nor competitive positions as a result of these government regulations.
Raw Materials
Materials, supplies and components are purchased from numerous sources. We believe that the loss of any one source, although potentially disruptive in the short-term, would not materially affect our operations in the long-term. The COVID-19 pandemic has significantly disrupted the global supply chain for certain components. See further discussion within the Risk Factor discussion in Item 1A.
Seasonality
Our business is typically not seasonal.
Backlog
At December 31, 2019,2022, our consolidated backlog was $359.6$571.4 million. At December 31, 2018,2021, our backlog was $415.5$415.7 million. ExcludingThe increase in backlog related to the divested semiconductor business,is driven primarily by recovering demand from our backlog was $403.3 million at December 31, 2018. commercial transport and general aviation customers, with increased OEM build rates and increased spending by commercial airlines on fleet improvements.
Backlog in the Aerospace segment was $275.8$477.7 million at December 31, 2019,2022, of which $249.6$402.4 million is expected to be recognized as revenue in 2020.2023. Backlog in the Test Systems segment was $83.8$93.7 million at December 31, 2019.2022. The Test Systems segment expects to recognize $49.0 million of this backlog as revenue $51.4 million of backlog in 2020.
Patents
We have a number of patents. While the aggregate protection of these patents is of value, our only material business that is dependent upon the protection afforded by these patents is our cabin power distribution products. Our patents and patent applications relate to electroluminescence, instrument panels, cord reels and handsets, and a broad patent covering the cabin power distribution technology. We regard our expertise and techniques as proprietary and rely upon trade secret laws and contractual arrangements to protect our rights. We have trademark protection in our major markets.
Research and Development and Engineering ActivitiesExpenses
We are engaged in a variety of engineering and design activities as well as basic researchResearch and development activities directedcosts are expensed as incurred and include salaries, benefits, consulting, material costs and depreciation. Research and development expenses amounted to the substantial improvement or new application of our existing technologies.$48.3 million in 2022, $43.3 million in 2021 and $40.2 million in 2020. These costs are expensed when incurred and included in costCost of sales. Research, developmentproducts sold.
Human Capital Resources
Human Capital Management and engineering costs amounted to approximately $108.9 million in 2019, $114.3 million in 2018 and $95.0 million in 2017.Corporate Culture
Employees
WeAs of December 31, 2022, we employed approximately 2,8002,400 employees, at December 31, 2019. We consider our relations with our employees to be good.of whom approximately 2,000 were employed in the United States and approximately 400 were employed outside of the United States. We have approximately 165110 hourly production employees at PecoPECO who are subject to collective bargaining agreements. We also leverage temporary workers to provide flexibility for our business and manufacturing needs.
We greatly value our employees and recognize that, without them, the Company would not have achieved the success it has accomplished since inception. We strive to provide a positive, supportive work culture with a clear global vision and a collaborative work style. We strongly believe that a focus on learning and supporting career development can lead to success. Astronics Corporation regularly earns “best employer” awards.
As it relates to customers, investors, suppliers and partners, our Company is dedicated to conducting business with integrity and responsibility for the greater good. We promote honest and ethical conduct, compliance with applicable government regulations and accountability by all of its directors, officers and employees.
When considering an acquisition or partnership, we embed questions specific to human capital management within our due diligence approach. These questions are in the areas of culture, equal employment opportunity, compliance with governing bodies, ethics, as well as employee benefits. We ask these in an effort to ensure that the acquisition candidate is a positive cultural fit and to minimize any risk when assessing the acquisition candidate.
In addition, our Corporate Governance Guidelines outline expectations that the Board establish and promote policies that encourage a positive, supportive work culture. The Board recognizes that culture is critical to the long-term success of Astronics and our strategy.
Compensation Programs and Employee Benefits
We believe that future success largely depends upon our continued ability to attract and retain highly skilled employees. We provide employees with competitive salaries and bonuses, opportunities for equity ownership, development programs that enable continued learning and growth and a robust employment package that promotes well-being across all aspects of their lives, including;
•Health and dental insurance
•Generous paid time off
•401K, profit sharing, and bonus programs
•Flexible spending accounts
•Employee stock purchase plan
•Disability and life insurance
•Commute reduction, fitness, tuition programs
•Community service opportunities
The COVID-19 pandemic had a sudden and significant impact on the global economy, and particularly in the aerospace industry, causing us to make difficult cost conservation measures including workforce reductions activities to align capacity with expected demand as well as suspension of certain benefit programs. These measures were taken to maintain the financial health and liquidity of the business. We are continuously evaluating the impact of the COVID-19 pandemic, which is dependent on future developments, including the duration of the pandemic and the its impact on the global economy and the aerospace industry, which are uncertain and cannot be predicted at this time. We have reinstituted all of the previously-suspended benefits.
Employee Engagement
The lifeblood of any organization is its employee base. We rely on our individual subsidiaries to regularly gather employee feedback, using the method each subsidiary believes is most appropriate. In some instances that feedback is obtained through “Town Hall” formats; in other instances, it is obtained through surveys. We also expect our managers to solicit and, where applicable, use employee feedback to improve its business practices and working environment. We are proud to have received numerous awards, recognizing both product quality as well as the ability to provide an excellent work environment.
Diversity and Inclusion
The Company believes that diversity and inclusion is critical for the attraction and retention of top talent, and employs policies and procedures to recruit women and minority talent as well as policies to ensure pay equality. Astronics has an Equal
Employment Opportunity Policy whereby the Company commits to providing equal employment opportunity and affirmative action plans for all qualified employees and applicants without regard to race, color, sex, sexual orientation, gender identity, religion, national origin, disability, veteran status, age, marital status, pregnancy, genetic information or other legally protected status.
Health and Safety
Astronics is committed to the safety of our customers and our employees. Each Astronics operation maintains environmental, health and safety policies and practices that seek to promote the operation of its businesses in a manner that is protective of the health and safety of the public and its employees.
Our operations offer several health and welfare programs to employees to promote fitness and wellness and to encourage preventative healthcare. In addition, our employees are offered a confidential employee assistance program that provides professional counseling to employees and their family members. Also, many of our operations offer green space for employees to use during their breaks.
Available information
We file our financial information and other materials as electronically required with the Securities and Exchange Commission (“SEC”). These materials can be accessed electronically via the Internet at www.sec.gov. Such materials and other information about the Company areWe also make available free of charge through our website at www.astronics.com.www.astronics.com our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file those reports with, or furnish them to, the SEC. The information contained on our website is not incorporated by reference in this annual report on Form 10-K and should not be considered a part of this report.
Information About Our Executive Officers
The executive officers of the Company, their ages, their positions and offices with the Company, and the date each assumed their office with the Company as of December 31, 2022, are as follows: | | | | | | | | | | | |
| Name and Age of Executive Officer | Positions and Offices with Astronics | | Year First Elected Officer |
Peter J. Gundermann Age 60 | President, Chief Executive Officer and Director of the Company | | 2001 |
David C. Burney Age 60 | Executive Vice President, Secretary and Chief Financial Officer of the Company | | 2003 |
Mark A. Peabody Age 63 | President, Aerospace Segment and Executive Vice President of Astronics Corporation | | 2010 |
James S. Kramer Age 59 | Luminescent Systems Inc. President and Executive Vice President of Astronics Corporation | | 2010 |
James F. Mulato
Age 62 | President of Astronics Test Systems, Inc. and Executive Vice President of Astronics Corporation | | 2019 |
Michael C. Kuehn
Age 62 | Astronics Connectivity Systems & Certification Corp. President and Executive Vice President of Astronics Corporation | | 2019 |
The principal occupation and employment for Messrs. Gundermann, Burney, Kramer, Kuehn, Mulato and Peabody for over five years has been with the Company in their respective current roles.
Mr. Kuehn and Mr. Mulato became Executive Vice Presidents of the Company on January 1, 2019.
ITEM 1A. RISK FACTORS
Our business faces many risks, and you should carefully consider the following risk factors, together with all of the other information included in this report, including the financial statements and related notes contained in Item 8 of this report, when deciding to invest in us. Any of the risks discussed below, or elsewhere in this report or in our other SEC filings, could have a material impact on our business, financial condition or results of operations. Additional risks not currently known to us or that we currently consider immaterial also may materially adversely affect our business, financial condition or results of operations in the future.
Market Risks
The loss of Boeing or Panasonic as major customers or a significant reduction in business with either of those customers would reduce our sales and earnings. In 2019,2022 and 2021, we had a concentration of sales to Boeing and Panasonic representing approximately 13.6%11.0% and 13.0%10.0% of our sales, respectively. In 2020, we also had a concentration of sales to Panasonic representing approximately 11.1% of our sales. Revenue earned from sales to Boeing or Panasonic may decline or fluctuate significantly in the future. We may not be able to offset any decline in sales from Boeing or Panasonic with sales from new customers or other existing customers. The loss of either of these customers or a significant reduction in business with them would significantly reduce our sales and earnings.
In October 2018 and March of 2019, two commercial aircraft accidents led to the grounding by the Federal Aviation Administration and other regulators of the Boeing 737 MAX aircraft, on which we have significant content. The grounding of the Boeing 737 MAX, which started in March of 2019, has caused the production rate of that aircraft to be lower than expected in fiscal year 2019. The ongoing 737 MAX grounding affects our business both because of the production pause, impacting our line-fit content, and because it leaves many Accordingly, a portion of our airline customers short of capacity, which makes them reluctant to take other aircraft out of service to install the types of retrofit products they buy from us. Although we expect, based on information that Boeing has made publicly available, that deliveries of the 737 MAX programpotential for success will resume and that the demand for the aircraft in the long-term has not changed, a prolonged or permanent grounding of the Boeing 737 MAX could substantially decrease our Aerospace segment sales in the near or long-term, which could have a material adverse effectdepend on our business, financial condition, results of operations,continued ability to develop and cash flows. Even if deliveries of the 737 MAX program resume, demand for the aircraft could be lower than was expected prior to the initial grounding of the aircraft.
A write-off of all or part ofmanage our goodwill or other intangible assets could adversely affect our operating resultsrelationships with Boeing and net worth. At December 31, 2019, goodwill and net intangible assets were approximately 18.5% and 16.3% of our total assets, respectively. In 2019, we recorded goodwill and intangible asset impairment charges of $1.6 million and $6.2 million related to our AeroSat antenna business, respectively. Our goodwill and other intangible assets may increase in the future since our strategy includes growing through acquisitions. We may have to write-off all or part of our goodwill or purchased intangible assets if their value becomes impaired. Although this write-off would not result in an outlay of cash, it could reduce our earnings and net worth significantly.Panasonic.
The markets we serve are cyclical and sensitive to domestic and foreign economic conditions, conflicts and events, which may cause our operating results to fluctuate. DemandThe markets we serve are sensitive to fluctuations in general business cycles, global pandemics, domestic and foreign governmental tariffs, trade and monetary policies, national and international conflicts, and economic conditions and events, and are facing varying levels of pressure from the COVID-19 pandemic. The COVID-19 pandemic drastically reduced air traffic as travel restrictions and social distancing measures were implemented to help control the spread of the virus. While U.S. domestic air travel has recovered, international travel utilizing wide-body aircraft will take longer to fully recover. Furthermore, as companies and employees become accustomed to working remotely, business travel and the associated flight hours may not reach the pre-pandemic levels. As such, OEMs may continue to directionally match their wide-body aircraft production rates with the reduced, albeit recovering, air traffic volume, which could lower demand for our productsproducts. If the pandemic worsens or there is significant uncertainty in the commercial aerospace industry’s recovery, we may find it difficult to a large extent, dependent on the demandaccess our existing financing or obtain additional financing and/or fund our operations and success ofmeet our customers' products where we are a supplier to an OEM. debt service obligations.
In our Aerospace segment, demand by the business jetgeneral aviation markets for our products is dependent upon several factors, including capital investment, product innovations, economic growth and wealth creation and technology upgrades. In addition, the commercial airline industry is highly cyclical with significant downturns in the past and sensitive to such things as fuel price increases, labor disputes, global economic conditions, availability of capital to fund new aircraft purchasespurchase and upgrades of existing aircraft and passenger demand. A change in any of these factors could result in a further reduction in the amount of air travel and the ability of airlines to invest in new aircraft or to upgrade existing aircraft. Therefore, our business is directly affected by economic factors and other trends that affect our customers in the commercial aerospace industry. These factors would reduce orders for new aircraft and would likely reduce airlines’ spending for cabin upgrades for which we supply products, thus
reducing our sales and profits. A reduction in air travel may also result in our commercial airline customers being unable to pay our invoices on a timely basis or not at all.
We are a supplier on various new aircraft programs just entering or expected to begin production in the future. As with any new program, there is risk as to whether the aircraft or program will be successful and accepted by the market. As is customary for our business, we purchase inventory and invest in specific capital equipment to support our production requirements generally based on delivery schedules provided by our customer. If a program or aircraft is not successful, we may have to write-off all or a part of the inventory, accounts receivable and capital equipment related to the program. A write-off of these assets could result in a significant reduction of earnings and cause covenant violations relating to our debt agreements. This could result in our being unable to borrow additional funds under our bank credit facility or being obliged to refinance or renegotiate the terms of our bank indebtedness.
In our Test Systems segment, the market for our products is concentrated with a limited number of significant customers accounting for a substantial portion of the purchases of test equipment. In any one reporting period, a single customer or several customers may contribute an even larger percentage of our consolidated sales. In addition, our ability to increase sales will depend, in part, on our ability to obtain orders from current or new significant customers. The opportunities to obtain orders from these customers may be limited, which may impair our ability to grow sales. We expect that sales of our Test Systems products will continue to be concentrated with a limited number of significant customers for the foreseeable future. Additionally, demand for some of our test products is dependent upon government funding levels for our products, our ability to compete successfully for those contracts and our ability to develop products to satisfy the demands of our customers.
Our products are sold in highly competitive markets. Some of our competitors are larger, more diversified corporations and have greater financial, marketing, production and research and development resources.resources than we do. As a result, they may be better able to withstand the effects of periodic economic downturns.downturns or other market changing events. Our operations and financial performance will be negatively impacted if our competitors:
•develop products that are superior to our products;
•develop products that are more competitively priced than our products;
•develop methods of more efficiently and effectively providing products and services; or
•adapt more quickly than we do to new technologies or evolving customer requirements.
We believe that the principal points of competition in our markets are product quality, price, design and engineering capabilities, product development, conformity to customer specifications, quality of support after the sale, timeliness of delivery and effectiveness of the distribution organization. Maintaining and improving our competitive position will require continued investment in manufacturing, engineering, quality standards, marketing, customer service and support and our distribution networks. If we do not maintain, or are otherwise unable to maintain, sufficient resources to make these investments, or are not successful in maintaining our competitive position, our business operations and financial performance will suffer.
Our future success dependsWe depend on government contracts and subcontracts with defense prime contractors and subcontractors that may not be fully funded, may be terminated, or may be awarded to our competitors. The failure to be awarded these contracts, the failure to receive funding or the termination of one or more of these contracts could reduce our sales. Sales to the U.S. government and its prime contractors and subcontractors represent a significant degree upon the continued contributionsportion of our management teambusiness. The funding of these programs is generally subject to annual congressional appropriations, and technical personnel.congressional priorities are subject to change. We cannot be certain that current levels of congressional funding for programs involving our products or services will continue and that our business related to these products and services will not decline or increase at currently anticipated levels, or that we will not be subject to delays in the negotiation of contracts or increased costs due to changes in the funding of U.S. government programs or government shutdowns. In addition, government expenditures for defense programs may decline or these defense programs may be terminated. A decline in governmental expenditures, a change in spending priorities (e.g., shifting funds to efforts to combat the impact of the pandemic or efforts to assist Ukraine in the Russia and Ukraine conflict), or the termination of existing contracts may result in a reduction in the volume of contracts awarded to us. Furthermore, on contracts for which we are a subcontractor and not the prime contractor, the U.S. government could terminate the prime contract for convenience or otherwise, irrespective of our performance as a subcontractor. Also, sales to the U.S. government and its contractors as well as foreign military and government customers, either directly or as a subcontractor to other contractors, often use a competitive bidding process and have unique purchasing and delivery requirements, which often makes the timing of sales to these customers unpredictable. We have resources applied to specific government contracts and if any of those contracts were terminated, we may incur substantial costs redeploying those resources.
Contracting in the defense industry is subject to significant regulation, including rules related to bidding, billing and accounting kickbacks and false claims, and any non-compliance could subject us to fines and penalties or possible debarment. Like all government contractors, we are subject to risks associated with this contracting. These risks include the potential for substantial civil and criminal fines and penalties. These fines and penalties could be imposed for failing to follow procurement integrity and bidding rules, employing improper billing practices or otherwise failing to follow cost accounting standards, receiving or paying kickbacks or filing false claims. We have been, and expect to continue to be, subjected to audits and investigations by government agencies. The failure to comply with the terms of our government contracts could harm our business reputation, which could significantly reduce our sales and earnings. It could also result in our suspension or debarment from future government contracts, which would adversely affect our business, financial condition, results of operations, and cash flows.
Strategic Risks
If we are unable to adapt to technological change, demand for our products may be reduced. The loss of members oftechnologies related to our management teamproducts have undergone, and in the future may undergo, significant changes. To succeed in the future, we will need to continue to design, develop, manufacture, assemble, test, market and support new products and enhancements on a timely and cost-effective basis, and we cannot be certain that we will be able to do so successfully, if at all, or on a timely, cost effective, or repeatable basis. Our competitors may develop technologies and products that are more effective than those we develop or that render our technology and products obsolete or noncompetitive. Furthermore, our products could become unmarketable if new industry standards emerge. We may have to modify our products significantly in the future to remain competitive, and new products we introduce may not be accepted by our customers.
Our new product development efforts may not be successful, which would result in a material and adverse effect on our business. In addition, competition for qualified technical personnelreduction in our industrysales and earnings. We may experience difficulties that could delay or prevent the successful development of new products or product
enhancements, and new products or product enhancements may not be accepted by our customers. Because it is intense,generally not possible to predict the amount of time required and the costs involved in achieving certain research, development, and engineering objectives, the development expenses we believe thatincur may exceed our future growthcost estimates and success will depend onestimated product development schedules may be extended. Furthermore, any new products we develop may not generate sales sufficient to offset our ability to attract, traincosts. If any of these events occur, our sales and retain such personnel.profits could be adversely affected.
We may incur losses and liabilities as a result of our acquisition strategy. Growth by acquisition involves risks that could adversely affect our financial condition and operating results, including:
•diversion of management time and attention from our core business;
•the potential exposure to unanticipated liabilities;
•the potential that expected benefits or synergies are not realized and that operating costs increase;
•the risks associated with incurring additional acquisition indebtedness, including that additional indebtedness could limit our cash flow availability for operations and our flexibility;
•difficulties in integrating the operations and personnel of acquired companies; and
•the potential loss of key employees, suppliers or customers of acquired businesses.businesses; and
diversion of management time and attention from our core business.In addition, any acquisition, once successfully integrated, could negatively impact our financial performance if it does not perform as planned, does not increase earnings, or does not prove otherwise to be beneficial to us.
We currently are involved or may become involved in the future, in legal proceedings that, if adversely adjudicated or settled, could materially impact our financial condition. As an aerospace company, we may become a party to litigation in the ordinary course of our business, including, among others, matters alleging product liability, warranty claims, breach of commercial or government contract or other legal actions. In general, litigation claims can be expensive and time consuming to bring or defend against and could result in settlements or damages that could significantly impact results of operations and financial condition.
Currently, our subsidiary, AES is a defendant in actions filed in various jurisdictions by Lufthansa Technik AG relating to an allegation of patent infringement and based on rulings to date we have concluded that losses related to these proceedings are probable. Refer to Note 19 of our Consolidated Financial Statements in Item 8 for discussion on the legal proceedings. If these actions are decided adversely against the Company, the associated damages could result in a material adverse effect on our results of operations or financial condition.
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 results of operations or financial condition.
The amount of debt we have outstanding, as well as any debt we may incur in the future, could have an adverse effect on our operational and financial flexibility. As of December 31, 2019, we had approximately $188.2 million of debt outstanding of which $188.0 million is long-term debt. Changes to our level of debt subsequent to December 31, 2019 could have significant consequences to our business, including the following:
•Depending on interest rates and debt maturities, a substantial portion of our cash flow from operations could be dedicated to paying principal and interest on our debt, thereby reducing funds available for our acquisition strategy, capital expenditures or other purposes;
•A significant amount of additional debt could make us more vulnerable to changes in economic conditions or increases in prevailing interest rates;
•Our ability to obtain additional financing for acquisitions, capital expenditures or for other purposes could be impaired;
•The increase in the amount of debt we have outstanding increases the risk of non-compliance with some of the covenants in our debt agreements which require us to maintain specified financial ratios; and
•We may be more leveraged than some of our competitors, which may result in a competitive disadvantage.
We are subject to debt covenant restrictions. Our credit facility contains certain financial and other restrictive covenants. A significant decline in our operating income could cause us to violate our covenants. A covenant violation would require a waiver by the lenders or an alternative financing arrangement be achieved. This could result in our being unable to borrow under our bank credit facility or being obliged to refinance and renegotiate the terms of our bank indebtedness. Historically both choices have been available to us, however, it is difficult to predict the availability of these options in the future.
We are subject to financing and interest rate exposure risks that could adversely affect our business, liquidity and operating results. Changes in the availability, terms and cost of capital, and increases in interest rates could cause our cost of doing business to increase and place us at a competitive disadvantage. At December 31, 2019, substantially all of our debt was subject to variable interest rates.
The potential phase out of LIBOR may negatively impact our debt agreements and financial position, results of operations and liquidity. On July 27, 2017, the UK’s Financial Conduct Authority announced that it intends to phase out LIBOR by the end of 2021. It is unclear whether new methods of calculating LIBOR will be established or whether different benchmark rates used to price indebtedness will develop. If LIBOR ceases to exist, we may need to renegotiate our debt agreements that extend beyond 2021 that utilize LIBOR as a factor in determining the interest rate, which may negatively impact the terms of such indebtedness. In addition, the overall financial markets may be disrupted as a result of the phase out or replacement of LIBOR. Disruption in the financial markets could have an adverse effect on our financial position, results of operations, and liquidity.
Our future operating results could be impacted by estimates used to calculate impairment losses on long-lived assets. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make significant and subjective estimates and assumptions that may affect the reported amounts of long-lived assets in the
financial statements. These estimates are integral in the determination of whether a potential non-cash impairment loss exists as well as the calculation of that loss. Actual future results could differ from those estimates. As discussed in Note 23 to the Consolidated Financial Statements, we recorded long-lived asset impairment losses of $9.5 million (excluding goodwill impairment, which has been previously discussed) in connection with the AeroSat restructuring.
Future terror attacks, war, or other civil disturbances could negatively impact our business. Continued terror attacks, war or other disturbances could lead to economic instability and decreases in demand for our products, which could negatively impact our business, financial condition and results of operations. Terrorist attacks world-wide have caused instability from time to time in global financial markets and the aviation industry. The long-term effects of terrorist attacks on us are unknown. These attacks and the U.S. government’s continued efforts against terrorist organizations may lead to additional armed hostilities or to further acts of terrorism and civil disturbance in the U.S. or elsewhere, which may further contribute to economic instability.
General business conditions are vulnerable to the effects of epidemics, such as the COVID-19 coronavirus, which could materially disrupt our business. We are vulnerable to the global economic effects of epidemics and other public health crises, such as the novel strain of COVID-19 virus reported to have surfaced in Wuhan, China in 2019. Due to the recent outbreak of the COVID-19 virus, there has been a substantial curtailment of global travel and business activities which could have an impact on airline spending and demand, and could negatively impact our sales if conditions worsen or extend for a prolonged period of time. China has also limited the shipment of products in and out of its borders, which could negatively impact our ability to receive products from our China-based suppliers and our ability to ship products to customers in that region. Supply chain disruptions could negatively impact our sales. If not resolved quickly, the impact of the epidemic could have a material adverse effect on our business.Operational Risks
Our business and operations could be adversely impacted in the event of a failure of our information technology infrastructure or adversely impacted by a successful cyber-attack. We are dependent on various information technologies throughout our companyCompany to administer, store and support multiple business activities. We routinely experience various cybersecurity threats, threats to our information technology infrastructure, unauthorized attempts to gain access to our companyCompany sensitive information, and denial-of-service attacks as do our customers, suppliers and subcontractors. We conduct regular periodic training of our employees as to the protection of sensitive information which includes security awareness training intended to prevent the success of “phishing” attacks.
The threats we face vary from attacks common to most industries, such as ransomware attacks to disable critical infrastructure and extort companies for ransom payments, to more advanced and persistent, highly organized adversaries, including nation states, which target us and other defense contractors because we protect sensitive information. If we are unable to protect sensitive information, our customers or governmental authorities could question the adequacy of our threat mitigation and detection processes and procedures, and depending on the severity of the incident, our customers’ data, our employees’ data, our intellectual property, and other third-party data (such as subcontractors, suppliers and vendors) could be compromised. As a consequence of their persistence, sophistication and volume, we may not be successful in defending against all such attacks. Due to the evolving nature of these security threats, the impact of any future incident cannot be predicted.
Although we work cooperatively with our customers, suppliers, and subcontractors to seek to minimize the impact of cyber threats, other security threats or business disruptions, we must rely on the safeguards put in place by these entities, which may affect the security of our information. These entities have varying levels of cybersecurity expertise and safeguards and their relationships with U.S. government contractors, such as Astronics, may increase the likelihood that they are targeted by the same cyber threats we face.
If we experience a data security breach from an external source or from an insider threat, we may have a loss in sales or increased costs arising from the restoration or implementation of additional security measures, either of which could adversely affect our business and financial results. Other potential costs could include damage to our reputation, loss of brand value, incident response costs, loss of stock market value, regulatory inquiries, litigation and management distraction. A security breach that involves classified information could subject us to civil or criminal penalties, loss of a government contract, loss of access to classified information, or debarment as a government contractor. Similarly, a breach that involves loss of customer-provided data could subject us to loss of a customer, loss of a contract, litigation costs and legal damages and reputational harm.
Our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete. We rely on patents, trademarks and proprietary knowledge and technology, both internally developed and acquired, in order to maintain a competitive advantage. Our inability to defend against the unauthorized use of these rights and assets could have an adverse effect on our results of operations and financial condition. We cannot assure you that our means of protecting our proprietary rights in the United States or abroad will be adequate, or that others will not develop technologies similar or superior to our technology or design around our proprietary rights. Litigation may be necessary to protect our intellectual property rights or defend against claims of infringement. This litigation could result in significant costs and divert our management’s focus away from operations. Refer to the risk factor related to pending patent infringement litigation above and Note 19 to the Consolidated Financial Statements for further discussion.
If we are unable to adapt to technological change, demand for our products may be reduced. The technologies related to our products have undergone, and in the future may undergo, significant changes. To succeed in the future, we will need to continue to design, develop, manufacture, assemble, test, market and support new products and enhancements on a timely and cost effective basis. Our competitors may develop technologies and products that are more effective than those we develop or that render our technology and products obsolete or uncompetitive. Furthermore, our products could become unmarketable if
new industry standards emerge. Weinfringement litigation below and Note 19 to the consolidated financial statements in Item 8, Financial Statements and Supplementary Data, of this report for further discussion.
If critical components or raw materials used to manufacture our products or used in our development programs become scarce or unavailable, then we may incur delays in manufacturing and delivery of our products and in completing our development programs, which has damaged, and could continue to damage, our business, results of operations and financial condition. Due to increased demand across a range of industries, the global supply chain for certain critical components or raw materials used in the manufacture of our products and used in our development programs has experienced significant strain in recent periods. Particularly, the market for electronic components is experiencing increased demand, creating substantial uncertainty regarding our suppliers’ continued production of key components for our products. The COVID-19 pandemic has also contributed to and exacerbated this strain. This constrained supply environment has adversely affected, and could further affect, availability, lead times and cost of components, and could impact our ability to complete development programs, respond to accelerated or quick-turn delivery requests from customers, or meet customer demand and product delivery dates for our end customers where we cannot timely secure adequate supply of these components. Moreover, if any of our suppliers become financially unstable, or otherwise unable or unwilling to provide us with raw materials or components, then we may have to modifyfind new suppliers. It may take several months to locate alternative suppliers, if required, or to redesign our products significantlyto accommodate components from different suppliers. We may experience significant delays in manufacturing and shipping our products to customers and incur additional development, manufacturing and other costs to establish alternative sources of supply if we lose any of these sources or are required to redesign our products. We cannot predict if we will be able to obtain replacement components within the time frames that we require at an acceptable cost, if at all.
In an effort to mitigate these risks, in some cases, we have incurred higher costs to secure available inventory, or have extended or placed non-cancellable purchase commitments with suppliers, which introduces inventory risk if our forecasts and assumptions prove inaccurate. While we may attempt to recover the increased costs through price increases to our customers, we may be unable to mitigate the effect on our results of operations. We have also multi-sourced and pre-ordered components and raw materials inventory in some cases in an effort to reduce the impact of the adverse supply chain conditions we have experienced. Despite our attempts to mitigate the impact on our business, these constrained supply conditions are expected to adversely impact our costs of goods sold, including our ability to continue to reduce the cost to produce our products in a manner consistent with prior periods. In addition, some suppliers have indicated that, as a result of current shortages, they intend to cease manufacture of certain components used in our products. Limits on manufacturing availability or capacity or delays in production or delivery of components or raw materials due to COVID-related restrictions could further delay or inhibit our ability to obtain supply of components and produce finished goods. There can be no assurance that the impacts of the pandemic on the supply chain will not continue, or worsen, in the futurefuture. These supply chain constraints and their related challenges could result in shortages, increased material costs or use of cash, engineering design changes, and delays in new product introductions, each of which could adversely impact our growth, gross margin and financial results. These types of negative financial impacts on our business may become more acute as supply chain pressures increase.
Our financial results could be adversely impacted by the escalation of labor and benefit costs. Consistent with the experience of other employers, our labor, medical and workers’ compensation costs have increased substantially in recent years and are expected to remain competitive,continue to rise. If this trend continues, the cost of labor and new productsto provide healthcare and other benefits to our employees could increase, adversely impacting profitability. As the labor market recovers from the effects of the COVID-19 pandemic, competition for employees has escalated which has increased costs associated with attracting and retaining employees. We cannot be certain that we introducewill be able to maintain an adequately skilled labor force necessary to operate efficiently or that our labor costs will not increase as a result of a shortage in the availability of skilled employees. Changes to healthcare regulations involving the Patient Protection and Affordable Care Act may also increase the cost of providing such benefits to our employees. We cannot predict the ultimate content, timing, or effect of any healthcare reform legislation or the impact of potential legislation or related proposals and policies on our results. Any significant increases in the costs attributable to our self-insured health and workers’ compensation plans could adversely impact our business, results of operations, financial condition and cash flows.
Price inflation for labor and materials, further exacerbated by the Russian invasion of Ukraine, could adversely affect our business, results of operations and financial condition. We experienced considerable price inflation in our costs for labor and materials during 2022, which adversely affected our business, results of operations and financial condition. We may not be acceptedable to pass through inflationary cost increases under our existing fixed-price contracts. Our ability to raise prices to reflect increased costs may be limited by competitive conditions in the market for our customers.
Our new product development effortsproducts and services. Russia’s invasion of Ukraine, and prolonged conflict there, may not be successful, which wouldcontinue to result in a reductionincreased inflation, escalating energy and commodity prices and increasing costs of materials. We continue to work to mitigate such pressures on our business operations as they develop. To the extent the war in Ukraine adversely affects our salesbusiness as discussed above, it may also have the effect of heightening
many of the other risks described herein, such as those relating to cybersecurity, supply chain, volatility in prices and earnings. We may experience difficulties that could delay or prevent the successful development of new products or product enhancements, and new products or product enhancements may not be accepted by our customers. In addition, the development expenses we incur may exceed our cost estimates, and new products we develop may not generate sales sufficient to offset our costs. Ifmarket conditions, any of these events occur,which could negatively affect our salesbusiness and profits could be adversely affected.
We depend on government contracts and subcontracts with defense prime contractors and subcontractors that may not be fully funded, may be terminated, or may be awarded to our competitors. The failure to be awarded these contracts, the failure to receive funding or the termination of one or more of these contracts could reduce our sales. Sales to the U.S. government and its prime contractors and subcontractors represent a significant portion of our business. The funding of these programs is generally subject to annual congressional appropriations, and congressional priorities are subject to change. In addition, government expenditures for defense programs may decline or these defense programs may be terminated. A decline in governmental expenditures or the termination of existing contracts may result in a reduction in the volume of contracts awarded to us. We have resources applied to specific government contracts and if any of those contracts were terminated, we may incur substantial costs redeploying those resources.financial condition.
If our subcontractors or suppliers fail to perform their contractual obligations, our prime contract performance and our ability to obtain future business could be materially and adversely impacted. Many of our contracts involve subcontracts with other companies upon which we rely to perform a portion of the services we must provide to our customers. There is a risk that we may have disputes with our subcontractors, including disputes regarding the quality and timeliness of work performed by the subcontractor or customer concerns about the subcontractor. Failure by our subcontractors to satisfactorily provide, on a timely basis, the agreed-upon supplies or perform the agreed-upon services may materially and adversely impact our ability to perform our obligations with our customer and could result in the assessment of late delivery penalties. Subcontractor performance deficiencies could result in a customer terminating our contract for default. A default termination could expose us to liability and substantially impair our ability to compete for future contracts and orders. In addition,
Some of our contracts contain late delivery penalties. Failure to deliver in a delay in our abilitytimely manner due to obtain componentssupplier and equipment parts from our suppliers may affect our ability to meet our customers’ needs and maysupply chain problems, labor availability, development schedule slides, manufacturing difficulties, or similar schedule-related events could have ana material adverse effect uponon our profitability.business. No significant penalties have been incurred to date.
Our results of operations are affected by our fixed-price contracts, which could subject us to losses in the event that we have cost overruns. For the year ended December 31, 2019,2022, fixed-price contracts represented almost all of the Company’s sales. On fixed-price contracts, we agree to perform the scope of work specified in the contract for a predetermined price. Depending on the fixed price negotiated, these contacts may provide us with an opportunity to achieve higher profits based on the relationship between our costs and the contract’s fixed price. However, we bear the risk that increased or unexpected costs may reduce our profit.
Someprofit or cause us to incur a loss on the contract, which would reduce our net earnings. Because our ability to terminate contracts is generally limited, we may not be able to terminate our performance requirements under these contracts at all or without substantial liability and, therefore, in the event we are sustaining reduced profits or losses, we could continue to sustain these reduced profits or losses for the duration of our contracts contain late delivery penalties. Failure to deliver in a timely manner due to supplier problems, development schedule slides, manufacturing difficulties, or similar schedule-related events could have a material adverse effect on our business.the contract term.
The failure of our products may damage our reputation, necessitate a product recall or result in claims against us that exceed our insurance coverage, thereby requiring us to pay significant damages. Defects in the design and manufacture of our products may necessitate a product recall. We include complex system design and components in our products that could contain errors or defects, particularly when we incorporate new technology into our products. If any of our products are defective, we could be required to redesign or recall those products or pay substantial damages or warranty claims. Such an event could result in significant expenses, disrupt sales and affect our reputation and that of our products. We are also exposed to product liability claims. We carry aircraft and non-aircraft product liability insurance consistent with industry norms. However, this insurance coverage may not be sufficient to fully cover the payment of any potential claim. Additionally, should insurance market conditions change, aircraft and non-aircraft product liability insurance coverage may not be available in the future at a cost acceptable to us. A product recall or a product liability claim not covered by insurance could have a material adverse effect on our business, financial condition and results of operations.
Financial Risks
We have incurred losses in prior fiscal years and our future profitability is not certain. For the year ended December 31, 2022, we incurred a net loss of $35.7 million. Our operating results for future periods are subject to numerous uncertainties and we cannot be certain that we will be profitable or that we will not experience substantial net losses in the future. If we are not able to increase revenue and reduce our costs, we may not be able to achieve profitability in future periods and our business, financial condition, results of operations and cash flows may be adversely affected.
Our ABL Revolving Credit Facility and Term Loan Facility contain financial and restrictive covenants that we may be unable to satisfy, and that, if not satisfied, could result in the acceleration of any outstanding indebtedness thereunder and limit our ability to borrow additional funds. In addition, the terms of our ABL Revolving Credit Facility and Term Loan Facility contain covenants that restrict our current and future operations, particularly our ability to take certain actions. Our ABL Revolving Credit Facility and Term Loan Facility each subject us to various financial and other affirmative and negative covenants with which we must comply on an ongoing or periodic basis. These include financial covenants pertaining to minimum trailing four quarter EBITDA requirements, minimum liquidity requirements, minimum fixed charge coverage ratio requirements, maximum capital expenditure requirements, and excess cash flow repayment provisions. An unexpected decline in our revenues or operating income, including occurring as a result of events beyond our control, could cause us to violate our financial covenants. A covenant violation could result in a default under the ABL Revolving Credit Facility and Term Loan Facility. If any such default occurs, the lenders may elect to declare all outstanding borrowings, together with accrued interest and other amounts payable thereunder, to be immediately due and payable. Further, as the amount available to us under our credit facilities is subject to borrowing base calculations determined by the value of accounts
receivable and inventory (under our ABL Revolving Credit Facility) and real estate and fixed assets (under our Term Loan Facility), an unexpected decline in the value of these assets would require a mandatory prepayment. If any of these events were to occur, we may not be able to pay our debts and other monetary obligations as they come due, and our ability to continue to operate as a going concern could be impaired, which could in turn cause a significant decline in our stock price and could result in a significant loss of value for our shareholders. Furthermore, the lenders also have the right in these circumstances to terminate any commitments they have to provide further borrowings, which could leave us without access to sufficient liquidity to operate our business. In addition, following an event of default, the lenders under the ABL Revolving Credit Facility and Term Loan Facility will have the right to proceed against the collateral granted to them to secure the debt, which includes our available accounts receivable, inventory, machinery and equipment, real estate and intellectual property. If the debt under the ABL Revolving Credit Facility and Term Loan Facility were to be accelerated, we cannot assure you that our assets would be sufficient to repay in full our debt.
Additionally, our ABL Revolving Credit Facility and Term Loan Facility also contain a number of restrictive covenants that impose significant operating and financial restrictions on the Company and our subsidiaries and may limit our ability to engage in acts that we believe to be in our long-term best interests. The ABL Revolving Credit Facility and Term Loan Facility includes covenants restricting, among other things, the ability of the Company and our subsidiaries to:
•incur additional indebtedness;
•pay dividends on or repurchase our capital stock;
•make certain acquisitions or investments;
•sell assets; and
•engage in certain business activities.
The amount of debt we have outstanding, as well as any debt we may incur in the future, could have an adverse effect on our operational and financial flexibility. As of December 31, 2022, we had approximately $164.0 million of debt outstanding. Changes to our level of debt subsequent to December 31, 2022 could have significant consequences to our business, including the following:
•Depending on interest rates and debt maturities, a substantial portion of our cash flow from operations could be dedicated to paying principal and interest on our debt, thereby reducing funds available for our acquisition strategy, capital expenditures or other purposes;
•A significant amount of additional debt could make us more vulnerable to changes in economic conditions or increases in prevailing interest rates;
•Our ability to obtain additional financing for acquisitions, capital expenditures or for other purposes could be impaired;
•The increase in the amount of debt we have outstanding and the associated interest expense increases the risk of non-compliance with some of the covenants in our debt agreements which require us to maintain specified financial ratios; and
•We may be more leveraged than some of our competitors, which may result in a competitive disadvantage.
Subject to the limits contained in our ABL Revolving Credit Facility and Term Loan Facility, we may incur additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks described above related to our debt could intensify.
A write-off of all or part of our goodwill or other intangible assets could adversely affect our operating results and net worth. At December 31, 2022, goodwill and net intangible assets were approximately 9.5% and 12.9% of our total assets, respectively. In 2020, we recorded goodwill impairment charges associated with four Aerospace reporting units, totaling $86.3 million. We had no such impairment charges during 2022 or 2021. Our goodwill and other intangible assets may increase in the future since our strategy includes growing through acquisitions. We may have to write-off all or part of our goodwill or purchased intangible assets if their value becomes impaired. Although this write-off would not result in an outlay of cash and is not included in the financial covenant calculation, it could reduce our earnings and net worth significantly.
We are subject to financing and interest rate exposure risks that could adversely affect our business, liquidity and operating results. Changes in the availability, terms and cost of capital, and increases in interest rates could cause our cost of doing business to increase and place us at a competitive disadvantage. At December 31, 2022, all of our debt was subject to variable interest rates.
Our future operating results could be impacted by estimates used to calculate impairment losses on long-lived assets. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make significant and subjective estimates and assumptions that may affect the reported amounts of tangible and intangible long-lived assets in the financial statements. These estimates are integral in the determination of whether a potential non-cash impairment loss exists as well as the calculation of that loss. Actual future results could differ from those estimates. As
discussed in Note 22 to the consolidated financial statements in Item 8, Financial Statements and Supplementary Data, of this report, we recorded a long-lived asset impairment charge of approximately $0.7 million in the year ending December 31, 2020. We had no such impairment charges in 2022 or 2021.
Changes in discount rates and other estimates could affect our future earnings and equity. Our goodwill asset impairment evaluations are determined using valuations that involve several assumptions, including discount rates, cash flow estimates, growth rates and terminal values. Certain of these assumptions, particularly the discount rate, are based on market conditions and are outside of our control. Changes in these assumptions could affect our future earnings and equity.
Additionally, pension obligations and the related costs are determined using actual results and actuarial valuations that involve several assumptions. The most critical assumption is the discount rate. Other assumptions include mortality, salary increases
levels and retirement age. The discount rate assumptions are based on current market conditions and are outside of our control. Changes in these assumptions could affect our future earnings and equity.
ContractingChanges in tax laws and regulations or exposure to additional tax liabilities could adversely affect our financial results. Changes in U.S. (federal or state) or foreign tax laws and regulations, or their interpretation and application, including those with retroactive effect, could result in increases in our tax expense and affect profitability and cash flows. For example, beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures immediately in the defense industryyear incurred and requires taxpayers to amortize such expenditures over five years for tax purposes. The most significant impact of this provision is subject to significant regulation,the cash tax liability for 2023 (as the liability for 2022 is partially offset by certain tax credits and loss carryforwards); the impact will decline annually thereafter over the five-year amortization period to an immaterial amount in year six.
Legal and Compliance Risks
We currently are involved in, and may become involved in the future in, legal proceedings that, if adversely adjudicated or settled, could materially and adversely impact our financial condition. As an aerospace company, we may become a party to litigation, including, rulesamong others, matters alleging product liability, warranty claims, intellectual property infringement, breach of commercial or government contract or other legal actions. In general, litigation claims can be expensive and time consuming to bring or defend against and could result in settlements or damages that could significantly and adversely impact our results of operations and financial condition.
Currently, our AES subsidiary is a defendant in actions filed in various jurisdictions by Lufthansa Technik AG relating to an allegation of patent infringement and based on rulings to date we have concluded that losses related to bidding, billingthese proceedings are probable. If these actions are decided adversely against the Company, the associated damages could result in a material adverse effect on our results of operations or financial condition.
Refer to Note 19 of our consolidated financial statements in Item 8, Financial Statements and accounting kickbacksSupplementary Data, of this report for discussion on this and false claims, and any non-compliance could subject us to fines and penalties or possible debarment. Like all government contractors,other legal proceedings. Other than these proceedings, we are subjectnot party to risks associated with this contracting. These risks include the potential for substantial civil and criminal fines and penalties. These fines and penalties could be imposed for failing to follow procurement integrity and bidding rules, employing improper billing practices or otherwise failing to follow cost accounting standards, receiving or paying kickbacks or filing false claims. We have been, and expect to continue to be, subjected to audits and investigations by government agencies. The failure to comply with the terms of our government contracts could harm our business reputation. It could alsoany significant pending legal proceedings that management believes will result in suspensiona material adverse effect on our results of operations or debarment from future government contracts.
If we fail to meet expectations of securities analysts or investors due to fluctuations in our sales or operating results, our stock price could decline significantly. Our sales and earnings may fluctuate from quarter to quarter due to a number of factors, including delays or cancellations of programs. It is likely that in some future quarters our operating results may fall below the expectations of securities analysts or investors. In this event, the trading price of our stock could decline significantly.financial condition.
Our operations in foreign countries expose us to political and currency risks and adverse changes in local legal and regulatory environments. In 2019,2022, approximately 11%9% of our sales were made by our subsidiaries in foreign countries, predominately in our subsidiaries in France and Canada. Net assets held by these twoour foreign subsidiaries total $64.3$36.6 million at December 31, 2019.2022. Approximately 25%22% of our consolidated sales in 20192022 were made to customers outside of the United States. Our financial results may be adversely affected by fluctuations in foreign currencies and by the translation of the financial statements of our foreign subsidiaries from local currencies into U.S. dollars. We expect international operations and export sales to continue to contribute to our earnings for the foreseeable future. Both the sales from international operations and export sales are subject in varying degrees to risks inherent in doing business outside of the U.S. Such risks include the possibility of unfavorable circumstances arising from host country laws or regulations, changes in tariff and trade barriers and import or export licensing requirements, and political or economic reprioritization, insurrection, civil disturbance or war.
Government regulations could limit our ability to sell our products outside the U.S. and could otherwise adversely affect our business. Certain of our sales are subject to compliance with U.S. export regulations. Our failure to obtain, or fully adhere to the limitations contained in, the requisite licenses, meet registration standards or comply with other government export regulations would hinder our ability to generate sales of our products outside the U.S. Compliance with these government regulations may also subject us to additional fees and operating costs. The absence of comparable restrictions on competitors in other countries may adversely affect our competitive position. In order to sell our products in European Union countries, we must satisfy certain technical requirements. If we are unable to comply with those requirements with respect to a significant quantity of our products, our sales in Europe would be restricted. Doing business internationally also subjects us to numerous
U.S. and foreign laws and regulations, including regulations relating to import-export control, technology transfer restrictions, foreign corrupt practices and anti-boycott provisions. Our failure, or failure by an authorized agent or representative that is attributable to us, to comply with these laws and regulations could result in administrative, civil or criminal liabilities and could, in the extreme case, result in monetary penalties, suspension or debarment from government contracts or suspension of our export privileges, which would have a material adverse effect on us.
Trade policies, treaties, and tariffs could have a material adverse effect on our business. Our business is dependent on the availability of raw materials and components for our products, particularly electrical components common in the semiconductor industry. There is continued uncertainty about the future relationship between the United States and various other countries, most significantly China, with respect to trade policies, treaties, tariffs, and taxes. Under the Biden administration, changes in U.S. administrative policy could lead to changes in existing trade agreements, greater restrictions on free trade generally, and significant increases in tariffs on goods imported into the United States, particularly tariffs on products manufactures in China and Mexico, among other possible changes. These developments, or the perception that any of them could occur, could have a material effect on global economic conditions and the stability of global financial markets, and could significantly reduce global trade and, in particular, trade between the impacted nations and the United States.
We may face reputational, regulatory or financial risks from a perceived, or an actual, failure to achieve our sustainability goals. The increased focus on sustainability practices and disclosures is rapidly evolving, as is the criteria to measure our sustainability performance; both of which could result in greater expectations and may cause us to undertake costly initiatives to satisfy the evolving criteria. As we advance our sustainable business model, we are pursuing programs that we believe will improve our environmental practices, social engagement and how we govern ourselves. We periodically publish information about our sustainability goals, standards and frameworks. Achievement of these objectives is subject to risks and uncertainties, many of which are outside of our direct control, and it is possible we may fail, or be perceived to have failed, in the achievement of our sustainability goals. Also, certain customers, associates, shareholders, investors, suppliers, business partners, government agencies and non-governmental organizations may not be satisfied with our sustainability efforts. A failure or perceived failure of our sustainability goals could negatively affect our reputation and our results of operations.
This uncertainty includes: (i) the possibility of altering the existing tariffs or penalties on products manufactured outside the United States, including the U.S. government’s 25% tariff on a range of products from China; (ii) the effects stemming from the removal of such previously imposed tariffs; (iii) subsequent tariffs imposed by the United States on any other U.S. trading partners such as Russia; and (iv) potential tariffs imposed by trading partners on U.S. goods. The institution of trade tariffs on items imported by us from other countries could increase our costs, which could have a negative impact on our business.
We cannot predict whether, and to what extent, there may be changes to international trade agreements or whether quotas, duties, tariffs, exchange controls or other restrictions on our products will be changed or imposed. In addition, an open conflict or war across any region could affect our ability to obtain raw materials. For example, the current military conflict between Russia and Ukraine, and related sanctions, export controls or other actions that may be initiated by nations, including the United States, the European Union or Russia (e.g., potential cyberattacks, disruption of energy flows, etc.) or potential sanctions or relevant export controls related to China or Taiwan could adversely affect our business and/or our supply chain or our business partners or customers in other countries beyond Russia and Ukraine.Although we currently maintain alternative sources for raw materials, if we are unable to source our products from the countries where we wish to purchase them, either because of the occurrence or threat of wars or other conflicts, regulatory changes or for any other reason, or if the cost of doing so increases, it could have a material adverse effect on our business, financial condition and results of operations. Disruptions in the supply of raw materials and components could temporarily impair our ability to manufacture our products for our customers or require us to pay higher prices to obtain these raw materials or components from other sources, which could have a material adverse effect on our business and our results of operations.
General Risks
Our future success depends to a significant degree upon the continued contributions of our management team and technical personnel. The loss of members of our management team could have a material and adverse effect on our business. In addition, competition for qualified technical personnel in our industry is intense, and we believe that our future growth and success will depend on our ability to attract, train and retain such personnel.
Future terror attacks, war, or other civil disturbances could negatively impact our business. Continued terror attacks, war or other disturbances could lead to economic instability and decreases in demand for our products, which could negatively impact our business, financial condition and results of operations. Terrorist attacks world-wide have caused instability from time to time in global financial markets and the aviation industry. The long-term effects of terrorist attacks on us are unknown. These attacks and the U.S. government’s continued efforts against terrorist organizations may lead to additional armed hostilities or to further acts of terrorism and civil disturbance in the U.S. or elsewhere, which may further contribute to economic instability.
If we fail to meet expectations of securities analysts or investors due to fluctuations in our sales or operating results, our stock price could decline significantly. Our sales and earnings may fluctuate from quarter to quarter due to a number of factors, including delays or cancellations of programs and the impacts of the ongoing COVID-19 pandemic and supply chain challenges on revenues and costs. It is likely that in some future quarters our operating results may fall below the expectations of securities analysts or investors. In this event, the trading price of our stock could decline significantly.
Our stock price is volatile. For the year ended December 31, 2019,2022, our stock price ranged from a low of $26.08$7.61 to a high of $44.20.$14.71. The price of our common stock has been and likely will continue to be subject to wide fluctuations in response to a number of events and factors, such as:
•our ability to comply with the financial and other affirmative and negative covenants included in our ABL Revolving Credit Facility and Term Loan Facility;
•quarterly variations in operating results;
•variances of our quarterly results of operations from securities analyst estimates;
•changes in financial estimates;
•announcements of technological innovations and new products;
•news reports relating to trends in our markets; and
•the cancellation of major contracts or programs with our customers.customers; and
•impacts of the COVID-19 pandemic on the aerospace industry and our Company.
In addition, the stock market in general, and the market prices for companies in the aerospace and defense industry in particular, have experienced significant price and volume fluctuations that often have been unrelated to the operating performance of the companies affected by these fluctuations. These broad market fluctuations may adversely affect the market price of our common stock, regardless of our operating performance. Global health crises, such as the current COVID-19 pandemic, with the breadth of its impact worldwide, and particularly on the aerospace industry, could also cause significant volatility in the market price.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
On December 31, 2019,2022, we own or lease 1.41.2 million square feet of space, distributed by segment as follows:
| | | Owned | | Leased | | Total | | Owned | | Leased | | Total |
| Aerospace | Aerospace | 749,000 | | | 445,000 | | | 1,194,000 | | Aerospace | 625,000 | | | 405,000 | | | 1,030,000 | |
| Test Systems | Test Systems | — | | | 158,000 | | | 158,000 | | Test Systems | — | | | 122,000 | | | 122,000 | |
| Total Square Feet | Total Square Feet | 749,000 | | | 603,000 | | | 1,352,000 | | Total Square Feet | 625,000 | | | 527,000 | | | 1,152,000 | |
We have principal operations in the U.S., Canada, France and the UK, as well as engineering offices in the Ukraine and India.
Upon the expiration of our current leases, we believe that we will be able to either secure renewal terms or enter into leases for or purchases of alternative locations at market terms. We believe that our properties have been adequately maintained and are generally in good condition.
ITEM 3. LEGAL PROCEEDINGS
Currently, we are involved in legal proceedings relating to an allegationallegations of patent infringement and, based on rulings to date, we have concluded that losses related to certain of these proceedings are probable. For a discussion of contingencies related to legal proceedings, see Note 19 to our Consolidatedconsolidated financial statements in Item 8, Financial Statements.Statements and Supplementary Data, of this report.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The table below sets forth the range of prices for the Company’s Common Stock is traded on the NASDAQ NationalNasdaq Global Select Market System, for each quarterly period duringunder the last two years. symbol “ATRO”. The approximate number of shareholders of record as of February 24, 2020,March 6, 2023, was 7260 for Common Stock and 2,0030 for Class B Stock.
| | | | | | | | | | | |
| 2019 | High | | Low |
| First | $ | 36.01 | | | $ | 28.55 | |
| Second | $ | 44.20 | | | $ | 31.69 | |
| Third | $ | 41.86 | | | $ | 26.08 | |
| Fourth | $ | 31.50 | | | $ | 27.95 | |
| | | | | | | | | | | |
| 2018 | High | | Low |
| First | $ | 41.18 | | | $ | 30.94 | |
| Second | $ | 34.23 | | | $ | 29.40 | |
| Third | $ | 40.10 | | | $ | 31.60 | |
| Fourth | $ | 37.80 | | | $ | 28.46 | |
The Company has not paid any cash dividends in the three-year period ended December 31, 2019.2022. The Company has no plans to pay cash dividends as it plans to retain all cash from operations as a source of capital to service debt and finance working capital and growth in the business.
The following table summarizes our purchases of our common stock for the quarter ended December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Period | Total Number of Shares Purchased | | Average Price Paid Per Share | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | Maximum Dollar Value of Shares that may yet be Purchased Under the Program |
| October 2 - October 29 | — | | | $ | — | | | — | | | $ | 41,483,815 | |
| October 30 - November 26 | — | | | $ | — | | | — | | | $ | 41,483,815 | |
| November 27 - December 31* | 588 | | | $ | 10.14 | | | — | | | $ | 41,483,815 | |
| Total | 588 | | | $ | 10.14 | | | — | | | |
| *Represents shares withheld for taxes on the net settlement of RSU issuances |
On February 24, 2016,September 17, 2019, the Company’s Board of Directors authorized thean additional share repurchase program. This program authorizes repurchases of up to $50 million of common stock, which allowed the Company to purchasestock. Cumulative repurchases under this plan were approximately 310,000 shares of its common stock in accordance with applicable securities laws on the open market or through privately negotiated transactions. The Company repurchased approximately 1,675,000 shares and has completed that program in 2017. On December 12, 2017, the Company’s Board of Directors authorized an additional repurchase of up to $50 million. No shares were repurchased in 2018. The Company repurchased approximately 1,823,000 shares and completed that program in the third quarter of 2019. On September 17, 2019, the Company’s Board of Directors authorized an additional repurchase of up to $50 million. An additional 28,000 shares were repurchased under the new program as of December 31, 2019 at a cost of $0.8 million. Subsequent to December 31, 2019, approximately 282,000 additional shares were repurchased at a cost of $7.7 million.
The following graph and table shows the performance ofcompares the Company’s annual percentage change in cumulative total return on common stock comparedshares over the past five years with the cumulative total return of companies comprising the S&P 500 Index — Total Return and the NASDAQ USComposite Index. This presentation assumes that $100 was invested in shares of the relevant issuers on December 31, 2017, and Foreign Companies for athat dividends received were immediately invested in additional shares. The graph plots the value of the initial $100 investment made December 31, 2014:at one-year intervals for the fiscal years shown.
| | | 2014 | | 2015 | | 2016 | | 2017 | | 2018 | | 2019 | | 2017 | | 2018 | | 2019 | | 2020 | | 2021 | | 2022 |
| Astronics Corp. | Astronics Corp. | Return % | — | | | (15.99) | | | (1.75) | | | 22.55 | | | (13.30) | | | (8.21) | | Astronics Corp. | Return % | — | | | (13.30) | | | (8.21) | | | (52.67) | | | (9.30) | | | (14.18) | |
| | Cum $ | 100.00 | | | 84.01 | | | 82.53 | | | 101.14 | | | 87.69 | | | 80.49 | | | Cum $ | 100.00 | | | 86.70 | | | 79.58 | | | 37.67 | | | 34.17 | | | 29.32 | |
| S&P 500 Index - Total Returns | S&P 500 Index - Total Returns | Return % | — | | | 1.38 | | | 11.96 | | | 21.83 | | | (4.38) | | | 31.49 | | S&P 500 Index - Total Returns | Return % | — | | | (4.38) | | | 31.49 | | | 18.40 | | | 28.71 | | | (18.11) | |
| | Cum $ | 100.00 | | | 101.38 | | | 113.51 | | | 138.29 | | | 132.23 | | | 173.86 | | | Cum $ | 100.00 | | | 95.62 | | | 125.72 | | | 148.85 | | | 191.58 | | | 156.88 | |
| NASDAQ Stock Market (US and Foreign Companies) | Return % | — | | | 6.99 | | | 8.80 | | | 29.37 | | | (2.95) | | | 35.78 | | |
| NASDAQ Composite-Total Return | | NASDAQ Composite-Total Return | Return % | — | | | (2.84) | | | 36.69 | | | 44.92 | | | 22.18 | | | (32.54) | |
| | Cum $ | 100.00 | | | 106.99 | | | 116.42 | | | 150.60 | | | 146.15 | | | 198.45 | | | Cum $ | 100.00 | | | 97.16 | | | 132.81 | | | 192.47 | | | 235.15 | | | 158.65 | |
ITEM 6. SELECTED FINANCIAL DATA[Reserved]
Five-Year Performance Highlights
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2019 (6) | | 2018 | | 2017 (3) | | 2016 | | 2015 |
| (Amounts in thousands, except for employees and per share data) | | | | | | | | | |
| RESULTS OF OPERATIONS: | | | | | | | | | |
| Sales | $ | 772,702 | | | $ | 803,256 | | | $ | 624,464 | | | $ | 633,123 | | | $ | 692,279 | |
| Impairment Loss included in Net Income (4) | $ | 11,083 | | | $ | — | | | $ | 16,237 | | | $ | — | | | $ | — | |
| Net Gain on Sales of Businesses (5) | $ | 78,801 | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | |
| Net Income | $ | 52,017 | | | $ | 46,803 | | | $ | 19,679 | | | $ | 48,424 | | | $ | 66,974 | |
| Net Margin | 6.7 | % | | 5.8 | % | | 3.2 | % | | 7.6 | % | | 9.7 | % |
| Diluted Earnings Per Share (1) | $ | 1.60 | | | $ | 1.41 | | | $ | 0.58 | | | $ | 1.40 | | | $ | 1.93 | |
| Weighted Average Shares Outstanding – Diluted (1) | 32,459 | | | 33,136 | | | 33,718 | | | 34,537 | | | 34,706 | |
| Return on Average Equity | 13.4 | % | | 13.1 | % | | 5.9 | % | | 15.2 | % | | 25.3 | % |
| YEAR-END FINANCIAL POSITION: | | | | | | | | | |
| Working Capital (2) | $ | 222,441 | | | $ | 246,079 | | | $ | 212,438 | | | $ | 168,513 | | | $ | 145,735 | |
| Total Assets | $ | 782,716 | | | $ | 774,640 | | | $ | 735,956 | | | $ | 604,344 | | | $ | 609,243 | |
| Indebtedness | $ | 188,224 | | | $ | 233,982 | | | $ | 271,767 | | | $ | 148,120 | | | $ | 169,789 | |
| Shareholders’ Equity | $ | 388,857 | | | $ | 386,625 | | | $ | 329,927 | | | $ | 337,449 | | | $ | 300,225 | |
| Book Value Per Share (1) | $ | 12.54 | | | $ | 11.86 | | | $ | 10.22 | | | $ | 10.13 | | | $ | 8.93 | |
| OTHER YEAR-END DATA: | | | | | | | | | |
| Depreciation and Amortization | $ | 33,049 | | | $ | 35,032 | | | $ | 27,063 | | | $ | 25,790 | | | $ | 25,309 | |
| Capital Expenditures | $ | 12,083 | | | $ | 16,317 | | | $ | 13,478 | | | $ | 13,037 | | | $ | 18,641 | |
| Shares Outstanding (1) | 30,999 | | | 32,593 | | | 32,269 | | | 33,328 | | | 33,635 | |
| Number of Employees | 2,828 | | | 2,690 | | | 2,516 | | | 2,304 | | | 2,304 | |
1.Diluted Earnings Per Share, Weighted Average Shares Outstanding - Diluted, Book Value Per Share and Shares Outstanding have been adjusted for the impact of the October 12, 2018 fifteen percent Class B stock distribution, October 11, 2016 fifteen percent Class B stock distribution and the October 8, 2015 fifteen percent Class B stock distribution.
2.Working capital is calculated as the difference between Current Assets and Current Liabilities.
3.Information includes the results of CCC, acquired on April 3, 2017, and CSC, acquired on December 1, 2017, each from the acquisition date forward.
4.The Company recorded impairment charges in conjunction with restructuring, impairment and other activities during the fourth quarter of 2019, as described in Note 23 in our consolidated financial statements. The Company recorded a goodwill impairment charge during the fourth quarter of 2017.
5.The Company recorded a gain of $80.1 million upon the sale of the semiconductor business on February 13, 2019, offset by a $1.3 million loss on the sale of the airfield lighting product line on July 12, 2019.
6.Information includes the results of Freedom, acquired on July 1, 2019, and Diagnosys, acquired on October 4, 2019, each from the acquisition date forward. Information reflects the sale of the semiconductor business, divested on February 13, 2019. Information included in 2019 is impacted by restructuring, impairment and other charges; as described in Note 23 in our consolidated financial statements.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Astronics Corporation, through its subsidiaries, 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 andsystems, seat motion solutions, lighting and safety systems, avionics products, aircraft structures, systems certification, aircraft structures and automated test systems.
Our strategy is to increase our value by developing technologies and capabilities either internally or through acquisition, and use those capabilities to provide innovative solutions to the aerospace & defense and other markets where our technology can be beneficial.
We have two reportable segments, Aerospace and Test Systems. Our Aerospace segment has principal operating facilities in the United States, Canada and France. Our Test Systems segment has principal operating facilities in the United States and the United Kingdom. We have engineering offices in the Ukraine and India.
Our Aerospace segment serves threedesigns and manufactures products for the global aerospace industry. Product lines include lighting and safety systems, electrical power generation, distribution and seat motion systems, aircraft structures, avionics products, systems certification, and other products. Our primary markets. TheyAerospace customers are the military,airframe manufacturers (“OEM”) that build aircraft for the commercial transport, military and business jet markets.general aviation markets, suppliers to those OEMs, aircraft operators such as airlines, suppliers to the aircraft operators, and branches of the U.S. Department of Defense (“USDOD”). Our Test Systems segment servesdesigns, develops, manufactures and maintains automated test systems that support the aerospace &and defense and mass transit markets.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 OEMs 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 and labor market 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 one of our products is designed into a new aircraft, the spare parts business is also frequently retained by the Company. Future growth and profitability of the testTest Systems business is dependent on developing and procuring new and follow-on business in the mass-transit market as well as with the military.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.
Each of the markets that we serve presents opportunities that we expect will provide growth for the Company over the long-term. We continue to look for opportunities in all of our markets to capitalize on our core competencies to expand our existing business and to grow through strategic acquisitions.
Challenges which continue to face us include the ongoing COVID-19 pandemic and its continued impact on the aerospace industry, supply chain pressures including material availability and cost increases, labor availability and cost, inflationary pressures, and improving shareholder value through increasing profitability. Increasing profitability is dependent on many things, primarily sales growth, both acquired and organic, and the Company’s ability to pass cost increases along to customers and control operating expenses and to identify means of creating improved productivity. Sales are driven by increased build rates for existing aircraft, market acceptance and economic success of new aircraft and our products, continued government funding of defense programs, the Company’s ability to obtain production contracts for parts we currently supply or have been selected to design and develop for new aircraft platforms and continually identifying and winning new business for our Test Systems segment.
Reduced aircraft build rates driven by a weak economy, aircraft groundings, tight credit markets, reduced air passenger travel and an increasing supply of used aircraft on the market would likely result in reduced demand for our products, which will result in lower profits. Reduction of defense spending may result in fewer opportunities for us to compete, which could result in lower profits in the future. Many of our newer development programs are based on new and unproven technology and at the
same time we are challenged to develop the technology on a schedule that is consistent with specific programs. Delays in delivery schedules and incremental costs resulting from supply chain pressures can also result in lower profits. We will continue to address these challenges by working to improve operating efficiencies and focusing on executing on the growth opportunities currently in front of us.
ACQUISITIONSOur ABL Revolving Credit Facility and Term Loan Facility each subject us to various financial and other affirmative and negative covenants with which we must comply on an ongoing or periodic basis. These include financial covenants pertaining to minimum trailing four quarter EBITDA requirements, minimum liquidity requirements and minimum fixed charge coverage ratio requirements, and excess cash flow repayment provisions. An unexpected decline in our revenues or operating income, including occurring as a result of events beyond our control, could cause us to violate our financial covenants. During 2023, given the ongoing challenges faced in our business as described herein, including as a result of the COVID-19 pandemic and its continued impact on the aerospace industry, and based upon our 2023 Outlook as described herein, our ability to satisfy the already tight financial covenants in our ABL Revolving Credit Facility and Term Loan Facility is expected to be challenging and is an item that our management team will be closely monitoring throughout the year. while the company expects to remain in compliance with the required financial covenants for the duration of the agreements, any unexpected negative impacts to our business, including as a result of additional supply chain pressures, the timing of customer orders and our ability to delivery schedules, or labor availability and cost pressures, could result in lower revenues and reduced financial profits, and, as a result thereof, our inability to satisfy the financial covenants in our ABL Revolving Credit Facility and Term Loan Facility during 2023.
On July 1, 2019,See Part I, Item 1A, Risk Factors, for an additional discussion of risks associated with our potential inability to satisfy the financial and restrictive covenants set forth in the ABL Revolving Credit Facility and Term Loan Facility.
In September 2021, the Company acquired allentered into an agreement with the U.S. Department of Transportation (“USDOT”) under the issued and outstanding capital stock of Freedom Communication Technologies, Inc. Freedom, located in Kilgore, Texas, is a leader in wireless communication testing, primarily for the civil land mobile radio market. Freedom is included in our Test Systems segment. The total consideration for the transaction was $21.8 million, net of $0.6 million in cash acquired.
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. Diagnosys is included in our Test Systems segment. Diagnosys is a developer and manufacturer of comprehensive automated test equipment providing test, support, and repair of high value electronics, electro-mechanical, pneumatic and printed circuit boards focused on the global mass transit and defense markets. The terms of the
acquisition allowAviation Manufacturing Jobs Protection Program (“AMJP”) for a potential earn-outgrant of up to an additional $13.0$14.7 million. The Company received $7.4 million under the grant in 2021, $5.2 million in the first quarter of 2022 and $2.1 million in the third quarter of 2022. The grant benefit was recognized over the next threesix-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 years basedended December 31, 2022 and 2021, the Company recognized $6.0 million and $8.7 million of the award, respectively.
The COVID-19 pandemic caused a significant impact on achievementour sales and net income for fiscal 2022, 2021 and 2020. The pandemic adversely impacted customer demand for all market channels, with commercial transport (both OEM and aftermarket channels) being the most adversely impacted due to the pandemic's impact on air travel worldwide. As a result, the Company executed restructuring activities in the form of new order levelsworkforce reduction to better align capacity with expected demand. Restructuring charges in severance expense totaling $0.6 million, associated primarily with the Aerospace segment, were recorded in the year ended December 31, 2021, compared with $4.9 million recorded in the year ended December 31, 2020.
We are also monitoring the ongoing conflict between Russia and Ukraine and the related export controls and financial and economic sanctions imposed on certain industry sectors, including the aviation sector, and parties in Russia by the U.S., the U.K., the European Union and others. Although the conflict has not resulted in a direct material adverse impact on our business to date, the implications of over $72.0 million during that period. The acquired business has operationsthe Russia and Ukraine conflict in Westford, Massachusettsthe short-term and long-term are difficult to predict at this time. Factors such as well as Ferndown, England,increased energy costs, the availability of certain raw materials for aircraft manufacturers, embargoes on flights from Russian airlines, sanctions on Russian companies, and an engineering centerthe stability of excellence in Bangalore, India. Refer to Note 21 for additional information.Ukrainian customers could impact the global economy and aviation sector.
DIVESTITURES
On February 13, 2019, the Company completed a divestiture of its semiconductor test business within the Test Systems segment. The business was not core to the futuretotal proceeds of the Test Systems segment. The total proceeds receiveddivestiture 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 sale amounted to $103.8calendar 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 a pre-taxthe gain onand received the sale of $80.1 millionpayment in the first quarter of 2019.2022. In February 2023, the Company was notified by the buyer that they have calculated $3.4 million as being payable for the calendar 2022 earnout. The Company recorded income tax expense relatingis in the process of reviewing the calculation and expects to record the gain of $19.7 million.
The transaction also includes two elements of contingent earnouts. The “First Earnout” is calculated based on a multiple of all future sales of existing and certain future derivative products to existing and future customers in each annual period from 2019 through 2022. The First Earnout may not exceed $35.0 million in total. The “Second Earnout” is calculated based on a multiple of future sales related to an existing product and program with an existing customer exceeding an annual threshold for each annual period from 2019 through 2022. The Second Earnout is not capped. For the Second Earnout, if the applicable sales in an annual period do not exceed the annual threshold, no amounts will be paid relative to such annual period; the sales in such annual period do not carry over to the next annual period. Due to the degree of uncertainty associated with estimating the future sales levels of the divested business and its underlying programs, and the lack of reliable predictive market information, the Company will recognize such earnout proceeds, if received, as additional gain on sale, when such proceedsand receive the payment, in the first quarter of 2023. We are realized or realizable. No amounts were due under the First Earnout.not eligible for any further earnout payments related to this divestiture. See further information in Note 21 in Item 8, Financial Statements and Supplementary Data, of this report.
On July 12, 2019,October 6, 2021, the Company sold intellectual propertyone of its Aerospace buildings for $9.2 million. Net cash proceeds were approximately $8.8 million and certain assets associated with its Airfield Lighting product line for $1.0 million in cash. The Airfield Lighting product line, part of the Aerospace segment, was not core to the business and represented less than 1% of revenue. The Company recorded a pre-tax lossgain on the sale of approximately $1.3 million.$5.0 million was recorded. The operation has been integrated into another facility.
In the fourth quarter of 2019, in an effort to reduce the significant operating losses at our AeroSat business, we initiated a restructuring plan to reduce costs and minimize losses of our AeroSat antenna business. The plan narrows the initiatives for the AeroSat business to focus primarily on near-term opportunities pertaining to business jet connectivity. The plan has a downsized manufacturing operation remaining in New Hampshire, with significantly reduced personnel and operating expenses.
The Company's total impairments and restructuring charges recorded in the fourth quarter of 2019 amounted to $28.8 million all of which is included in the Aerospace segment. Refer to Note 23 for additional discussion.
MARKETS
Commercial Transport Market
The commercial transport market is our largest end market with sales driven by new aircraft production and aftermarket airline retrofit programs. In the commercial transport market, while many of our key long-term fundamentals remain intact, we continue to see near-term market pressure due to effects of the COVID-19 pandemic and certain supply chain challenges. Despite increases in sales in 2022 compared to the prior year, we expect 2023 will remain challenging for our commercial transport products with improvement expected to continue throughout 2023 driven by the planned increased production rate of the 737 MAX and an expectation of improved activity with our airline customers. Aircraft build rates are expected to improve modestly during 2023 from current levels as production of the 737 MAX and A-320 picks up, and the aftermarket is expected to strengthen over the course of the year as aircraft utilization and load factors increase. On the other hand, wide-body production rates and usage are expected to remain depressed throughout 2023 and possibly for several years due to low international travel demand caused by the COVID-19 pandemic, though we are seeing signs of recovery in the widebody/long-haul market.
Sales to the commercial transport market include sales of lighting and safety systems, electrical power generation, distribution,and seat motion lighting & safety products,systems, aircraft structures, avionics products and systems certification and structures products.certification. Sales to this market totaled approximately $523.9$314.6 million or 67.8%58.8% of our consolidated sales in 2019.2022. As a result of the COVID-19 pandemic and its adverse impact on air travel worldwide, the commercial aerospace industry has been significantly disrupted, but has shown continued improvement during 2022.
Maintaining and growing sales to the commercial transport market will depend not only on market recovery from the impacts of the COVID-19 pandemic, but also on airlines’ capital spending budgets for cabin upgrades as well as the purchase of new aircraft by global airlines. This spending by the airlines is impacted by their profits, cash flow and available financing as well as competitive pressures between the airlines to improve the travel experience for their passengers. We expect that new aircraft will be equipped with more passenger and aircraft connectivity and in-seat power than previous generation aircraft which drives demand for our avionics and power products. This market has historically experienced strong growth from airlines installing in-seat passenger power systems on their existing and newly delivered aircraft. Although we expect, based on information that Boeing has made publicly available, that deliveries of the 737 MAX program will resume and the demand for the aircraft in the long-term has not changed, a prolonged grounding of the 737 MAX could substantially decrease sales to this market in the near or long term which could have a material adverse effect on our business, financial condition, results of operations and cash flows. The 737 MAX situation affects us not only because it has been our largest production program, but also because the grounding has reduced capacity in the world’s airline fleets, challenging our aftermarket business. Our ability to maintain and grow sales to this market depends on our ability to maintain our technological advantages over our competitors and maintain our relationships with major in-flight entertainment suppliers and global airlines.
Military Aerospace Market
Sales to the military aerospace market include sales of lighting &and safety products, avionics products, electrical power &and seat motion products and structures products. Sales to this market totaled approximately 9.9%10.2% of our consolidated sales and amounted to $76.5$54.5 million in 2019.2022.
The military market is dependent on governmental funding which can change from year to year. Risks are that overall spending may be reduced in the future, specific programs may be eliminated or that we fail to win new business through the competitive bid process. Astronics does not have significant reliance on any one program such that cancellation of a particular program will cause material financial loss. We believe that we will continue to have opportunities similar to past years regardingwith respect to this market.
Business JetGeneral Aviation Market
The general aviation market has also been impacted by the pandemic with new aircraft build rates significantly lower than pre-pandemic levels. Most of our sales in this market are line-fit products driven by aircraft build rates although there are some aftermarket sales as well. We expect improvement in 2023 as build rates are expected to increase.
Sales to the business jetgeneral aviation market include sales of lighting &and safety products, avionics products, and electrical power &and seat motion products. Sales to this market totaled approximately 8.7%11.9% of our consolidated sales in 20192022 and amounted to $67.5$63.4 million.
Sales to the business jetgeneral aviation market are driven by our ship set content on new aircraft and build rates of new aircraft. Business jetGeneral aviation OEM build rates are impacted by global wealth creation and corporate profitability. We continue to see opportunities on new aircraft currently in the design phase to employ our lighting &and safety, electrical power and avionics technologies in this market. There is risk involved in the development of products for any new aircraft including the risk that the aircraft will not ultimately be produced or that it will be produced in lower quantities than originally expected and thus impacting our return on our engineering and development efforts.
Test Systems Products
OurSales by our Test Systems segment accounted for approximately 10.4%13.8% of our consolidated sales in 20192022 and amounted to $80.1$73.7 million. This 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. Sales to the aerospace &and defense market were approximately $70.4$49.3 million in 2019.2022. Sales to the semiconductormass transit market were approximately $9.7 million. The Company completed$13.5 million and sales to other markets were $10.9 million in 2022.
Sales to the military market are subject to fluctuations resulting from changes in governmental spending, elimination of certain programs, or failure to win new business through the competitive bid process. Consistent with the Aerospace segment, the Test Systems segment does not significantly rely on any one program such that cancellation of a divestiture of its semiconductor test business on February 13, 2019.particular program will cause material financial loss, and we believe that we will continue to have opportunities similar to past years regarding this market.
CRITICAL ACCOUNTING POLICIESESTIMATES
Our financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles. The preparation of the Company’s financial statements requires management to make estimates, assumptions and judgments that affect the amounts reported. These estimates, assumptions and judgments are affected by management’s application of accounting policies, which are discussed in the Notes to Consolidated Financial Statements, Note 1 ofin Item 8, Financial Statements and Supplementary Data, of this report. The critical accounting policies have been reviewed with the Audit Committee of our Board of Directors.
Revenue Recognition
Revenue is recognizedAstronics recognizes revenue when or as, the Companyit transfers control of a promised productsgood or servicesservice to a customer in an amount that reflects the consideration the Companyit expects to be entitledreceive in exchange for transferring those productsthe good or services. Sales shown on the Company's Consolidated Statements of Operations are from contracts with customers.
Payment terms and conditions vary by contract, although terms generally include a requirement of payment within a range from 30 to 90 days after the performance obligation has been satisfied; or in certain cases, up-front deposits. In circumstances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that the Company's contracts generally do not include a significant financing component. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from sales.
The Company recognizes an asset for the incremental, material costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year and the costs are expected to be recovered. These incremental costs include, but are not limited to, sales commissions incurred to obtain a contract with a customer. As of December 31, 2019, the Company does not have material incremental costs on any open contracts with an original expected duration of greater than one year.
The Company recognizes an asset for certain, material costs to fulfill a contract if it is determined that the costs relate directly to a contract or an anticipated contract that can be specifically identified, generate or enhance resources that will be used in satisfyingservice. Our performance obligations in the future,are satisfied and are expected to be recovered. Such costs are amortized oncontrol is transferred either at a systematic basis that is consistent with the transfer to the customer of the goods to which the asset relates. Start-up costs are expensed as incurred. Capitalized fulfillment costs are included in Inventories in the accompanying Consolidated Condensed Balance
Sheets. Should future orders not materializepoint-in-time or it is determined the costs are no longer probable of recovery, the capitalized costs are written off. As of December 31, 2019, the Company does not have material capitalized fulfillment costs. Capitalized fulfillment costs were $9.6 million as of December 31, 2018. These costs were associated with a contract that is included in the divestiture of the semiconductor business and as such, the balance is included in Assets Held for Sale in the accompanying consolidated balance sheet at December 31, 2018. Amortization of fulfillment costs recognized within Cost of Products Sold was approximately $1.0 million for the year ended December 31, 2018.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account.over-time. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts which are, therefore, not distinct. Thus, the contract's transaction price is the revenue recognized when or as that performance obligation is satisfied. Promised goods or services that are immaterial in the context of the contract are not separately assessed as performance obligations.
Some of our contracts have multiple performance obligations, most commonly due to the contract covering multiple phases of the product lifecycle (development, production, maintenance and support). For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus margin approach, under which expected costs are forecast to satisfy a performance obligation and then an appropriate margin is added for that distinct good or service. Shipping and handling activities that occur after the customer has obtained control of the good are considered fulfillment activities, not performance obligations.
Some of our contracts offer price discounts or free units after a specified volume has been purchased. The Company evaluates these options to determine whether they provide a material right to the customer, representing a separate performance obligation. If the option provides a material right to the customer, revenue is allocated to these rights and recognized when those future goods or services are transferred, or when the option expires.
Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods or services that are distinct, and, therefore, are accounted for as new contracts. The effect of modifications has been reflected when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price.
The majority of the Company’s revenue from contracts with customers is recognized at a point in time,point-in-time when the customer obtains control of the promised product,is transferred, which is generally upon delivery and acceptanceevidenced by the customer. These contracts may provide creditsshipment or incentives, which may be accounted for as variable consideration. Variable consideration is estimated atdelivery of the most likely amount to predict the consideration to which the Company will be entitled, and only to the extent it is probable that a subsequent change in estimate will not result in a significant revenue reversal when estimating the amount of revenue to recognize. Variable consideration is treated as a change to the sales transaction price and based on an assessment of all information (i.e., historical, current and forecasted) that is reasonably available to the Company, and estimated at contract inception and updated at the end of each reporting period as additional information becomes available. Most of our contracts do not contain rights to return product; where this right does exist, it is evaluated as possible variable consideration.
For contracts that are subject to the requirement to accrue anticipated losses, the company recognizes the entire anticipated loss in the period that the loss becomes probable.
For contracts with customers in which the Company promises to provide a product to the customer, that hasa transfer of title, a transfer of the significant risks and rewards of ownership, and customer acceptance. For certain contracts under which we produce products with no alternative use and for which we have an enforceable right to the Company and the Company has enforceable rights to paymentrecover costs incurred plus a reasonable profit margin for progresswork completed to date inclusive of profit,and for certain other contracts under which we create or enhance a customer-owned asset while performing repair and overhaul services, control is transferred to the customer overtime. The Company satisfies the performance obligation and recognizes revenue using an over time using costs incurred to date relative to total estimated costs at completion torecognition model for these types of contracts.
We utilize the cost-to-cost method as a measure of progress toward satisfying ourfor performance obligations. Incurred costobligations that are satisfied over time as we believe this input method best represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. ContractUnder the cost-to-cost method, the extent of progress toward completion is measured based on the proportion of costs include labor, material and overhead.
The Company also recognizes revenue from service contracts (including service-type warranties) over time. The Company recognizes revenue over time duringincurred to date to the termtotal estimated costs at completion of the agreementperformance obligation. These projections require management to make numerous assumptions and estimates relating to items such as the customer is simultaneously receivingcomplexity of design and consuming the benefits provided throughout the Company’s performance. The Company typically recognizes revenuerelated development costs, performance of subcontractors, availability and cost of materials, labor productivity and cost, overhead, capital costs, and manufacturing efficiency. We review our cost estimates on a straight-lineperiodic basis, throughoutor when circumstances change and warrant a modification to a previous estimate. Cost estimates are largely based on negotiated or estimated purchase contract terms, historical performance trends and other economic projections.
See Note 2 to the contract period.
consolidated financial statements in Item 8, Financial Statements and Supplementary Data, of this report for a further description of revenue recognition under ASC 606.Reviews for Impairment of Long-Lived Assets
Goodwill Impairment Testing
Our goodwill is the result of the excess of purchase price over net assets acquired from acquisitions. As of December 31, 2019,2022 and 2021, we had approximately $145.0$58.2 million and $58.3 million of goodwill. As of December 31, 2018, we had approximately $125.0 million of goodwill.goodwill, respectively.
We identify our reporting units by assessing whether the components of our operating segments constitute businesses for which discrete financial information is available and segment management regularly reviews the operating results of those components. The Test Systems operating segment is its own reporting unit while the other reporting units are one level below our Aerospace operating segment.
Companies may perform a qualitative assessment asThe Company tests goodwill at the initial step in thereporting unit level on an annual goodwill impairment testing process for allbasis or selected reporting units under certain circumstances. Companies are also allowed to bypass the qualitative analysis and perform a quantitative analysismore frequently if desired. Economic uncertainties and the length of time from the calculation of a baseline fair value are factorsan event occurs or circumstances change that we would consider in determining whether to perform a quantitative test.
Quantitative testing first requires a comparison ofmore likely than not reduce the fair value of eacha reporting unit to thebelow its carrying value. amount.
We use the discounted cash flow method to estimate the fair value of each of our reporting units. The discounted cash flow method incorporates various assumptions, the most significant being projected sales growth rates, operating profit margins and
cash flows, the terminal growth rate and the discount rate. Management projects sales growth rates, operating margins and cash flows based on each reporting unit’s current business, expected developments and operational strategies. If the carrying value of the reporting unit exceeds its fair value, goodwill is considered impaired and anythe impairment loss must be measured. Goodwill impairment is measured asrecorded for the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying value of goodwill.
In 2019,The Company’s four reporting units remaining with goodwill as of the first day of our fourth quarter were subject to the annual goodwill impairment test. Based on our quantitative assessments of our reporting units, we concluded that goodwill was not impaired in 2022 or 2021.
As a result of the qualitative factors related to the COVID-19 pandemic that surfaced during the first quarter of 2020, we performed interim quantitative assessments for the eight reporting units which had goodwill as of the first dayMarch 28, 2020, and an additional quantitative assessment for our PECO reporting unit as of the fourth quarter.June 27, 2020 driven by reductions from previously forecasted aircraft build rates. Based on our quantitative assessment,assessments, the Company recorded a full goodwill impairment charge of approximately $1.6charges associated with four Aerospace reporting units, totaling $86.3 million in the December 31, 2019 consolidated statement of operations associated with the AeroSat reporting unit. The impairment loss was incurred in the Aerospace segment and is reported within the Impairment Loss line of the2020 Consolidated Statements of Operations. No additional goodwill impairment charges were incurred as a result of the annual goodwill impairment test in 2020.
CONSOLIDATED RESULTS OF OPERATIONS, PERFORMANCE AND OUTLOOK
| | | | | | | | | | | | | | | | | |
| (In thousands, except percentages) | 2019 (2) | | 2018 | | 2017 (1) |
| Sales | $ | 772,702 | | | $ | 803,256 | | | $ | 624,464 | |
| Gross Margin | 20.2 | % | | 22.5 | % | | 22.0 | % |
| SG&A Expenses as a Percentage of Sales | 18.6 | % | | 14.6 | % | | 14.2 | % |
| Impairment Loss | $ | 11,083 | | | $ | — | | | $ | 16,237 | |
| Net Gain on Sale of Businesses | $ | 78,801 | | | $ | — | | | $ | — | |
| Interest Expense | $ | 6,141 | | | $ | 9,710 | | | $ | 5,369 | |
| Effective Tax Rate | 23.8 | % | | 10.5 | % | | 21.3 | % |
| Net Income | $ | 52,017 | | | $ | 46,803 | | | $ | 19,679 | |
(1)Our results of operations for 2017 include the operations of CCC, beginning April 3, 2017, and the operations of CSC, beginning December 1, 2017.
(2)Our results of operations for 2019 include the operations of Freedom, beginning July 1, 2019, and the operations of Diagnosys, beginning October 4, 2019. 2019 results also reflect the divestiture of the semiconductor business on February 13, 2019. | | | | | | | | | | | |
| (In thousands, except percentages, employees and per share data) | 2022 | | 2021 |
| RESULTS OF OPERATIONS: | | | |
| Sales | $ | 534,894 | | | $ | 444,908 | |
| Gross Margin | 13.4 | % | | 14.7 | % |
| SG&A Expenses as a Percentage of Sales | 19.0 | % | | 22.3 | % |
| Net Gain on Sale of Facility | $ | — | | | $ | 5,014 | |
| | | |
| Loss from Operations | $ | (30,044) | | | $ | (28,674) | |
| Operating Margin | (5.6) | % | | (6.4) | % |
| Net Gain on Sale of Businesses | $ | 11,284 | | | $ | 10,677 | |
| Other Expense, Net of Other Income | $ | 1,611 | | | $ | 2,159 | |
| Interest Expense, Net | $ | 9,422 | | | $ | 6,804 | |
| Effective Tax Rate | (20.0) | % | | 5.1 | % |
| Net Loss | $ | (35,747) | | | $ | (25,578) | |
| Net Loss Margin | (6.7) | % | | (5.7) | % |
| Diluted Loss Per Share | $ | (1.11) | | | $ | (0.82) | |
| Weighted Average Shares Outstanding – Diluted | 32,164 | | | 31,061 | |
| OTHER YEAR-END DATA: | | | |
| Number of Employees | 2,400 | | | 2,100 | |
A discussion by segment can be found at “Segment Results of Operations and Outlook” in this MD&A.
CONSOLIDATED OVERVIEW OF OPERATIONS
20192022 Compared With 20182021
Consolidated sales were up $90.0 million to $534.9 million compared to the prior year. Aerospace sales were up $96.0 million. Test System sales decreased $6.0 million. The increase in sales validates both the recovery we are seeing in our commercial aerospace market as well as the progress being made with our supply chain. Although challenges remain, our supply chain continues to improve, which is necessary for us to meet our goals for the full yearyear.
Consolidated cost of 2019 decreased $30.6products sold were up $83.8 million to $772.7$463.4 million in 2022 from $379.5 million in the prior year. The increase was primarily due to higher volume as the global aerospace industry continues its recovery from the COVID-19 pandemic coupled with increased costs associated with material and labor inflation. The current year period benefited from $6.0 million recognized as an offset to cost of products sold related to the AMJP award, compared to a benefit from the grant of $8.7 million in the prior year. Research and development expenses increased $5.0 million due to higher innovation spend. Margins remained under pressure in the quarter because of the divested semiconductor business which had sales of $9.7 million in 2019inflation and $84.3 million in 2018.supply chain workarounds. We are passing on increased costs
Consolidated cost of products sold decreased $6.0 millionwhere we can although it will take time to $616.6 millionroll through sales. We are expecting improvement in 2019 from $622.6 millionpricing as well as reduction in the prior year. The decline was due to lower sales, primarily due to the divestiture of the semiconductor business, partially offset with incremental tariff expense of $5.9 million and $15.4 million of charges associated with the restructuring and impairment charges of our AeroSat antenna business which required classification within cost of products sold.certain input costs as we advance through 2023.
Selling, general and administrative (“SG&A”) expenses were $143.4$101.6 million or 18.6% or sales, compared with $117.0$99.1 million or 14.6% of sales, for the prior year period. The $26.3 million increase wasperiod primarily due to increased legal reserves for the long-term patent dispute of $19.6wages and benefits. The current-year period reflects $3.1 million and impairment and restructuring charges related to the antenna business classified within SG&A expensesettlement of $2.4a litigation claim, a customer accommodation dispute, and a lease termination settlement. The prior-year period also benefited from a $2.2 million non-cash reduction of the fair value of a contingent consideration liability. During the prior year period, the Company also recorded an $8.4 million reserve related to its ongoing patent litigation dispute.
On October 6, 2021, the Company sold one of its Aerospace buildings for $9.2 million. Net cash proceeds were approximately $8.8 million and a gain on sale of approximately $5.0 million was recorded. The operation has been integrated into another facility.
The Company recorded agains of $11.3 million and $10.7 million in 2022 and 2021, respectively, as additional gain of $80.1 million upon the sale of the semiconductor business on February 13, 2019, offset by a $1.3 million loss on the sale of the airfield lighting product lineCompany’s former semiconductor business resulting from the contingent earnout payments for the 2021 and 2020 calendar year. In February 2023, the Company was notified by the buyer that they have calculated $3.4 million as being payable for the calendar 2022 earnout. The Company is in the process of reviewing the calculation and expects to record the additional gain on July 12, 2019.
Other expense, netthe sale, and receive the payment, in 2019 includes a $5.0 million impairmentthe first quarter of an equity investment.
2018 Compared With 20172023. We are not eligible for any further earnout payments related to this divested business.
Consolidated sales were $803.3 million, up 28.6%, or $178.8 million, from the same period last year. Organic sales increased $94.0net loss was $35.7 million, or 15.0%. Acquired sales for 2018 were $84.8$(1.11) per diluted share, compared with net loss of $25.6 million, related to CSC and CCC and all related to the Aerospace segment. Aerospace segment sales of $675.6 million were up 26.4%, or $141.0 million, and Test Systems segment sales were up 42.0% to $127.6 million.
Consolidated cost of products sold increased $135.2 million to $622.6 million in 2018 from $487.4 million$(0.82) per diluted share in the prior year. The increase was due primarily to the cost associated with the higher organic sales volume, coupled with the cost of products sold related to CSC and CCC.
SG&A expenses were $117.0 million, or 14.6% or sales, compared with $88.8 million, or 14.2% of sales, for the prior year period. The $28.3 million increase was due primarily to the incremental SG&A costs of CSC and CCC, which added $20.9 million. This included $7.4 million of incremental intangible asset amortization expense in 2018. Corporate overhead expenses increased $2.6 million due primarily to increased staffing and infrastructure development.
Interest expense increased in 2018 compared to 2017 due primarily to increased average debt levels.
Income Taxes
Our effective tax rates for 2019, 20182022 and 20172021 were 23.8%, 10.5%(20.0)% and 21.3%5.1%, respectively. OurIn the past, research and development costs were deducted as incurred. However, beginning with the 2022 tax rate is affected by recurring items, such as tax rates in foreign jurisdictions and the relative amount of income we earn in those jurisdictions, which we expectyear, these costs are required to be fairly consistentcapitalized for tax purposes and amortized over 5 years. While this would typically result in the near term. It is also affected by discrete items that may occur in any given year, but are not consistent from yearcreation of an associated deferred tax asset, due to year.our cumulative three-year pre-tax loss, a valuation allowance was applied against the deferred tax asset. In addition to state income taxes, the following items had the most significant impact on the difference between our statutory U.S. federal income tax rate (21% in 20192022 and 2018 and 35% in 2017)2021) and our effective tax rate:
2019:2022:
1.•Recognition of approximately $3.1$13.2 million of 2019valuation allowance against federal deferred tax assets. See Note 11 of the consolidated financial statements in Item 8, Financial Statements and Supplementary Data, of this report for additional information.
•Recognition of approximately $2.6 million of 2022 U.S. R&D tax credits.
2018:2021:
1.•Recognition of approximately $3.2$6.8 million of 2018valuation allowance against federal deferred tax assets. See Note 11 of the consolidated financial statements in Item 8, Financial Statements and Supplementary Data, of this report for additional information.
•Recognition of approximately $2.6 million of 2021 U.S. R&D tax credits.credits which were offset by the federal valuation allowance recognized during the year.
2.Benefit2021 Compared With 2020
For a comparison of approximately $3.5 million from revised state filing position.our results of operations for the years ended December 31, 2021 and 2020, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 4, 2022.
2017:COVID-19 Impacts on Our Business
1.Recognition of approximately $2.9 million of 2017 U.S. R&D tax credits.
2.Permanent differences, primarilyOn March 11, 2020, the impactWorld Health Organization classified the COVID-19 outbreak as a pandemic. The spread of the Domestic Production Activities Deduction.
3.Provisional amounts relatedCOVID-19 pandemic disrupted businesses on a global scale, led to significant volatility in financial markets and affected the Federal tax expense on deemed repatriation of foreign earnings ($1.3 million), partially offset by revaluationaviation and industrial industries. The impacts of the deferred tax balances ($0.9 million) as a result of a reductionpandemic 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 throughout 2022 in our aerospace business, 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 Federal tax rate from tax law changes enacted in 2017.widebody market, will take longer than originally anticipated at the outset of the pandemic. As economic activity continues to recover, we
2020will continue to monitor the situation, assessing further possible implications on our operations, supply chain, liquidity, cash flow and customer orders.
See Part I, Item 1A, Risk Factors, for an additional discussion of risk related to supply chain disruptions.
2023 Outlook
Bookings in 2022 of $690.6 million demonstrates continued strong demand for our products and further substantiates our expectations for another 20% increase in sales in 2023. We are forecasting revenue of $640 million to $680 million for 2023. The continued groundingmidpoint of the 737 MAX and the associated production pause has caused us to withdraw revenue guidance temporarily. The MAX situation affects us not only because it is onethis range would represent growth of our largest production programs, but also because the grounding has reduced capacity23% for the world’s airlines, challengingyear, slightly higher than the 20% growth achieved in 2022. We are encouraged by our aftermarket business. We look forwardfourth quarter revenue performance, our record backlog, and continued strong demand which is beginning to benefit from a recovery in the MAX’s returnwidebody/long-haul market. The first quarter is expected to service, and issuing sales guidance as soon as practical.
be our lightest with revenue in the range of $140 million to $150 million. We expect first quarter sales in 2020subsequent quarterly revenue to be in the range of $155$160 million to $165$185 million, with Aerospace generating about 90% of the total. We expect the first quarter will be the lightest quarter of 2020, with results strengtheningincreasing throughout the year. In 2019,
Our ability to meet forecast for 2023 will depend on the cooperation of our supply chain, which we saw strong results atperceive is slowly improving. Challenges certainly remain, but our supply base is getting more predictable and the beginningratio of the year which weakened towards the end. We expect 2020 will be just the opposite, with a weaker start and a stronger finish.
positive surprises relative to negative surprises is improving. We have not currently estimated the impact which could result if the COVID-19 coronavirus becomes more significant globally. It is unknown whetherrecord backlog going into 2023, and how global airline demand and spending, as well as globalbelieve our supply chains, may be affected if such an epidemic persists for an extended period of time.chain will support our expected revenue range.
At December 31, 2019,2022, our consolidated backlog was $359.6$571.4 million. At December 31, 2018,2021, our backlog was $415.5$415.7 million. Excluding backlog related to the divested semiconductor business, our backlog was $403.3 million at December 31, 2018. Backlog in the Aerospace segment was $275.8$477.7 million at December 31, 2019,2022, of which $249.6$402.4 million is expected to be recognized as revenue in 2020.2023. Backlog in the Test Systems segment was $83.8$93.7 million at December 31, 2019.2022. The Test Systems segment expects to recognize as revenue $51.4$49.0 million of backlog as revenue in 2020.2023.
The effective tax rate for 2020 isCash taxes related to 2022 are expected to be approximately 18%in the range of $6 million to 22%.$8 million. Cash taxes related to the 2023 calendar year activity are expected to be in the range of $12 million to $14 million.
Capital equipment spending in 20202023 is expected to be in the range of $22$17 million to $25 million.
Depreciation and Amortization$20 million, up from $7.7 million in 2020 is expected2022, due to investments in the range of $33 million and $35 million.customer programs.
SEGMENT RESULTS OF OPERATIONS AND OUTLOOK
Operating profit,loss, as presented below, is sales less cost of products sold and other operating expenses, excluding interest expense, other corporate expenses and other non-operating sales and expenses. Cost of products sold and other operating expenses are directly attributableidentifiable to the respective segment. Operating profitloss is reconciled to earningsloss before income taxes in Note 20 of Item 8, Financial Statements and Supplementary Data, of this report.
AEROSPACE SEGMENT
| | | | | | | | | | | | | | | | | |
| (In thousands, except percentages) | 2019 | | 2018 | | 2017 |
| Sales | $ | 692,609 | | | $ | 675,625 | | | $ | 534,603 | |
| Operating Profit | $ | 16,657 | | | $ | 69,761 | | | $ | 38,888 | |
| Operating Margin | 2.4 | % | | 10.3 | % | | 7.3 | % |
| | | | | | | | | | | | | | | | | |
| 2019 | | 2018 | | |
| Total Assets | $ | 629,371 | | | $ | 647,870 | | | |
| Backlog | $ | 275,754 | | | $ | 326,047 | | | |
| | | | | | | | | | | | | | | | | |
| Sales by Market | 2019 | | 2018 | | 2017 |
| Commercial Transport | $ | 523,921 | | | $ | 536,269 | | | $ | 414,523 | |
| Military | 76,542 | | | 68,138 | | | 61,270 | |
| Business Jet | 67,541 | | | 43,090 | | | 41,298 | |
| Other | 24,605 | | | 28,128 | | | 17,512 | |
| Total | $ | 692,609 | | | $ | 675,625 | | | $ | 534,603 | |
| | | | | | | | | | | | | | | | | |
| Sales by Product Line | 2019 | | 2018 | | 2017 |
| Electrical Power & Motion | $ | 338,237 | | | $ | 303,180 | | | $ | 264,286 | |
| Lighting & Safety | 185,462 | | | 174,383 | | | 158,663 | |
| Avionics | 106,787 | | | 131,849 | | | 53,960 | |
| Systems Certification | 14,401 | | | 13,951 | | | 14,333 | |
| Structures | 23,117 | | | 24,134 | | | 25,849 | |
| Other | 24,605 | | | 28,128 | | | 17,512 | |
| Total | $ | 692,609 | | | $ | 675,625 | | | $ | 534,603 | |
2019 Compared With 2018
Aerospace segment sales increased by $17.0 million, or 2.5%, to $692.6 million, when compared with the prior-year period.
Electrical Power & Motion sales increased $35.1 million, or 11.6%, due primarily to increased sales of in-seat power and motion products. Lighting & Safety sales increased $11.1 million due to higher sales of products to the military market. Avionics sales decreased by $25.1 million for similar reasons in the quarter. Sales of Other products were down $3.5 million.
Aerospace operating profit for 2019 was $16.7 million, or 2.4% of sales, compared with $69.8 million, or 10.3% of sales, in the same period of 2018. Aerospace operating profit was impacted by the legal reserve for the patent dispute of $19.6 million for the full year incremental tariff expense of $5.9 million and antenna business impairment and restructuring charges of $28.8 million.
2018 Compared With 2017
Aerospace segment sales increased by $141.0 million, or 26.4%, to $675.6 million, when compared with the prior-year period of $534.6 million. Organic sales increased $56.2 million, or 10.5%, to $590.8 million, while acquired sales from CSC and CCC were $84.8 million.
Avionics sales increased by $77.9 million, driven primarily by the acquisitions, which contributed incremental sales of $72.5 million. Electrical Power & Motion sales increased $38.9 million, or 14.7%, due to higher sales of in-seat power and seat motion products. Lighting & Safety sales increased $15.7 million due to a general increase in volume. Sales of Other products were up $10.6 million, due to the CSC business. The increases were slightly offset by a decrease in Structures sales of $1.7 million.
Aerospace operating profit for 2018 was $69.8 million, or 10.3% of sales, compared with $38.9 million, or 7.3% of sales, in the same period of 2017. Aerospace operating profit benefited from higher organic sales and profits of CSC, offset partially by increased operating losses of CCC, AeroSat and Armstrong which improved by $3.8 million to $34.7 million compared with the prior year, excluding Armstrong’s 2017 goodwill impairment charge. For the year, intangible asset amortization expense was $9.2 million related to CSC and CCC. Operating profit in the prior year was negatively impacted by the $16.2 million impairment at Armstrong.
2020 Outlook for Aerospace – The Aerospace segment’s backlog at December 31, 2019 was $275.8 million, compared to $326.0 million at December 31, 2018. Approximately $249.6 million of the backlog at December 31, 2019 is expected to be shipped over the next 12 months.
TEST SYSTEMS SEGMENT
| | | | | | | | | | | | | | | | | |
| (In thousands, except percentages) | 2019 | | 2018 | | 2017 |
| Sales | $ | 80,093 | | | $ | 127,631 | | | $ | 89,861 | |
| Operating Profit | $ | 4,494 | | | $ | 10,718 | | | $ | 7,359 | |
| Operating Margin | 5.6 | % | | 8.4 | % | | 8.2 | % |
| | | | | | | | | | | | | | | | | |
| | 2019 | | 2018 | | |
| Total Assets | $ | 110,994 | | | $ | 97,056 | | | |
| Backlog (1) | $ | 83,837 | | | $ | 89,470 | | | |
(1) Test Systems backlog as of December 31, 2018, includes $12.2 million related to the divested semiconductor business.
| | | | | | | | | | | | | | | | | |
| Sales by Market | 2019 | | 2018 | | 2017 |
| Semiconductor | $ | 9,692 | | | $ | 84,254 | | | $ | 31,999 | |
| Aerospace & Defense | 70,401 | | | 43,377 | | | 57,862 | |
| Total | $ | 80,093 | | | $ | 127,631 | | | $ | 89,861 | |
2019 Compared With 2018
Test Segment sales decreased from $127.6 million to $80.1 million for 2019, primarily due to the divestiture of the semiconductor test business, which contributed sales of $84.3 million in 2018 and $9.7 million in 2019.
Operating profit was $4.5 million, or 5.6% of sales, compared with $10.7 million, or 8.4% of sales, in 2018.
2018 Compared With 2017
Sales in 2018 increased 42.0% to $127.6 million compared with sales of $89.9 million for 2017. The growth was driven by a $52.3 million increase in sales to the Semiconductor market, offset by a decrease in Aerospace & Defense sales of $14.5 million.
Operating profit was $10.7 million, or 8.4% of sales, compared with $7.4 million, or 8.2% of sales, in 2017. This was primarily due to increased sales volume partially offset by approximately $2.0 million in increased engineering costs and elevated initial costs associated with new products.
2020 Outlook for Test Systems – Backlog in the Test Systems segment was $83.8 million at December 31, 2019, compared to Test Systems backlog, exclusive of the divested semiconductor business, of $77.3 million at December 31, 2018. The Test Systems segment expects to recognize as revenue $51.4 million of backlog in 2020.
We do not have 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.
AEROSPACE SEGMENT
| | | | | | | | | | | |
| (In thousands, except percentages) | 2022 | | 2021 |
| Sales | $ | 461,196 | | | $ | 365,238 | |
| Operating Loss | $ | (1,883) | | | $ | (8,614) | |
| Operating Margin | (0.4) | % | | (2.4) | % |
| | | | | | | | | | | |
| 2022 | | 2021 |
| Total Assets | $ | 481,416 | | | $ | 458,334 | |
| Backlog | $ | 477,660 | | | $ | 334,659 | |
| | | | | | | | | | | |
| Sales by Market | 2022 | | 2021 |
| Commercial Transport | $ | 314,564 | | | $ | 201,990 | |
| Military | 54,534 | | | 70,312 | |
| General Aviation | 63,395 | | | 56,673 | |
| Other | 28,703 | | | 36,263 | |
| Total | $ | 461,196 | | | $ | 365,238 | |
| | | | | | | | | | | |
| Sales by Product Line | 2022 | | 2021 |
| Electrical Power & Motion | $ | 187,446 | | | $ | 141,746 | |
| Lighting & Safety | 124,347 | | | 103,749 | |
| Avionics | 97,234 | | | 64,901 | |
| Systems Certification | 17,222 | | | 13,050 | |
| Structures | 6,244 | | | 5,529 | |
| Other | 28,703 | | | 36,263 | |
| Total | $ | 461,196 | | | $ | 365,238 | |
2022 Compared With 2021
Aerospace segment sales increased $96.0 million, or 26.3%, to $461.2 million. Commercial transport sales increased 55.7%, or $112.6 million, and drove the improvement. Sales to this market were $314.6 million compared with $202.0 million in 2021. Improving domestic airline travel is driving higher fleet utilization, higher airline spending and increased narrowbody production rates which are driving demand for Astronics’ products.
General Aviation sales increased $6.7 million, or 11.9%, to $63.4 million due in part to higher demand in the business jet market for antenna systems. The Company expects strong demand in the business jet industry to drive higher OEM production rates in the near future, resulting in further increases in demand for its products.
Military aerospace sales decreased $15.8 million, or 22.4%, to $54.5 million. The prior-year period benefited from incremental non-recurring engineering revenue associated with development programs and higher sales of lighting and safety and avionics products.
Other revenue decreased $7.6 million to $28.7 million driven by decreased contract manufacturing programs.
Electrical Power & Motion sales increased $45.7 million compared with the prior-year period. Additionally, Avionics sales increased by $32.3 million and Lighting & Safety sales increased by $20.6 million.
Aerospace segment operating loss was $1.9 million compared with operating loss of $8.6 million last year. Lower operating loss was driven by higher volume primarily in the commercial transport market and $5.2 million higher research and development expenses, but was partially offset by increased material and labor costs. Operating loss in the current year included $6.0 million offset to cost of products sold from the Aviation Manufacturing Jobs Protection (“AMJP”) Program grant and $2.6 million of expense related to settlements of a litigation claim and a customer accommodation claim. The prior year period included $8.7 million of AMJP benefit and a $5.0 million gain on the sale of a facility. During the prior year period, the Company also recorded an $8.4 million reserve related to its ongoing patent litigation dispute.
2021 Compared With 2020
For a comparison of Aerospace segment results for the years ended December 31, 2021 and 2020, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 4, 2022.
2023 Outlook for Aerospace
Aerospace bookings in 2022 were $604.2 million, for a book-to-bill ratio of 1.31:1. The Aerospace segment’s backlog at December 31, 2022 was $477.7 million, compared to $334.7 million at December 31, 2021. Approximately $402.4 million of the December 31, 2022 backlog is expected to be recognized as revenue over the next twelve months.
TEST SYSTEMS SEGMENT
| | | | | | | | | | | |
| (In thousands, except percentages) | 2022 | | 2021 |
| Sales | $ | 73,698 | | | $ | 79,670 | |
| Operating Loss | $ | (8,118) | | | $ | (3,765) | |
| Operating Margin | (11.0) | % | | (4.7) | % |
| | | | | | | | | | | |
| | 2022 | | 2021 |
| Total Assets | $ | 111,513 | | | $ | 105,335 | |
| Backlog | $ | 93,696 | | | $ | 81,033 | |
2022 Compared With 2021
Test Systems segment sales were $73.7 million, down $6.0 million compared with the prior year driven by lower revenue on defense and mass transit programs.
Test Systems operating loss was $8.1 million, or 11.0% of sales, compared with an operating loss of $3.8 million, or 4.7% of sales, in 2021. The higher operating loss was primarily attributable to mix and underabsorption of fixed costs due to volume and investments in staffing in preparation for the expected contract award from the U.S. Army. As previously disclosed, Astronics Test Systems was selected as the down select winner for the development of its Radio Test Set referred to as TS-4549/T. The Test Systems segment has been investing in significant new development programs which are expected to result in more profitable business in the near future.
2021 Compared With 2020
For a comparison of Test Systems segment results for the years ended December 31, 2021 and 2020, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 4, 2022.
2023 Outlook for Test Systems
Bookings for the Test Systems segment in 2022 were $86.4 million, for a book-to-bill ratio of 1.17:1 for the year. Backlog in the Test Systems segment was $93.7 million at December 31, 2022, compared to $81.0 million at December 31, 2021. The Test Systems segment expects to recognize $49.0 million of backlog as revenue in 2023.
In 2022, as mentioned above, our Test Systems business was down-selected by the U.S. Army as the winner of the TS-4549/T radio test competition. A directed sole-source procurement is underway to finalize the terms of a contract, a process that is expected to be completed in the third quarter. Preliminarily, the Company expects the program to generate sales of $200 million over the next seven years.
CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
The following table representsFor further information on our contractual obligations and other commitments as of December 31, 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Payments Due by Period | | | | | | | | |
| (In thousands) | Total | | 2020 | | 2021-2022 | | 2023-2024 | | After 2024 |
| Long-term Debt | $ | 188,224 | | | $ | 224 | | | $ | — | | | $ | 188,000 | | | $ | — | |
| Interest on Long-term Debt | 17,078 | | | 5,481 | | | 10,964 | | | 633 | | | — | |
| Purchase Obligations | 129,282 | | | 121,034 | | | 8,248 | | | — | | | — | |
| Supplemental Retirement Plan and Post Retirement Obligations | 27,651 | | | 404 | | | 753 | | | 973 | | | 25,521 | |
| Lease Obligations | 33,197 | | | 7,026 | | | 13,445 | | | 6,749 | | | 5,977 | |
| Other Long-term Liabilities | 8,467 | | | 6,541 | | | 748 | | | 746 | | | 432 | |
| Total Contractual Obligations | $ | 403,899 | | | $ | 140,710 | | | $ | 34,158 | | | $ | 197,101 | | | $ | 31,930 | |
Notes to Contractual Obligations Table
Long-term Debt — See2022 and estimated timing thereof, see the notes referenced below, in Item 8, Financial Statements and Supplementary Data, of this report.
Long-term Debt and Interest Payments — Refer to Note 8, Long-Term Debt, and Note Payable in this report. The timingCompany completed a financing transaction totaling $205 million subsequent to the year ending December 31, 2022, which refinanced its previous revolving credit facility that was scheduled to mature in November 2023. The new financing consists of a $90 million asset-based Term Loan Facility and a $115 million asset-based revolving credit facility. The maturity date of the Term Loan Facility is the earlier of the stated maturity date of the ABL Revolving Credit Facility or January 19, 2027, provided the ABL Revolving Credit Facility is extended beyond that date. The Term Loan Facility has an interest rate of SOFR plus 8.75% and is collateralized primarily by real estate, fixed assets and intellectual property. Amortization of the term loan principal will begin in April 2023 with a monthly amortization rate of 0.292% of the outstanding term loan principal balance for the period April 1, 2023 through June 1, 2023, increasing to 0.542% per month for the period July 1, 2023 through September 1, 2023, then increasing to 0.833% monthly thereafter. During 2023, scheduled principal payments above considerof $4.5 million are due under the amendmentTerm Loan Facility. The Term Loan Facility requires a commitment fee of $4.5 million, $1.8 million of which was paid on the closing date, $1.8 million of which will be paid on June 19, 2023 and $0.9 million of which will be paid on the date that the financial statements and compliance certificate for the fiscal quarter of the Company ending on or about March 31, 2024 are required to be delivered under the Term Loan Facility. The revolving credit facility has a scheduled maturity of January 19, 2026, an interest rate of SOFR plus 2.25% to 2.75% and is collateralized primarily by inventory and accounts receivable. The revolving credit facility requires a quarterly commitment fee under the revolving credit facility as discussedagreement in Note 8.
Interestan amount equal to 0.25% or 0.375% based on Long-term Debt —the Company’s average excess availability. Future interest payments under the two credit facilities of approximately $52.5 million have been calculatedestimated using the applicable interest rate of each debt facility based on actualexpected future borrowings as of December 31, 2019.and scheduled term loan repayments. Actual future ABL borrowings and rates may differ from these estimates.those used to estimate the amounts discussed above.
Purchase Obligations — Purchase obligations are comprised of the Company’s commitments for goods and services in the normal course of business.business and amount to approximately $155.8 million payable over the next twelve months.
Supplemental Retirement Plan and Post Retirement Obligations — Anticipated payments related with the Company’s defined benefit plans are detailed in Note 13, Retirement Plans and Related Post Retirement Benefits in Item 8, Financial Statements and Supplementary Data, of this report.
Lease Obligations — FinancingRefer to Note 10, Leases in Item 8, Financial Statements and OperatingSupplementary Data, of this report for details on obligations and timing of expected future lease obligations are primarilypayments, including a five-year maturity schedule. These amounts exclude annual operating lease payments of approximately $1.7 million per year through 2033, which represents legal binding lease payments for leases signed, but not yet commenced.
Legal Reserves — Refer to Note 19, Legal Proceeding in Item 8, Financial Statements and Supplementary Data, of this report for management’s estimate of damages to be paid related to the Company's facility leasesour ongoing litigation with Lufthansa Technik and interest.timing thereof.
Other Long-termLiabilities — Balance in 2021-2022 includes $4.5 million litigation accrual related to damages awarded to Lufthansa in the patent dispute related to direct sales. See Note 19 of the Consolidated Financial Statements for additional information. Table excludes the $16.1 million accrual recorded as management's best estimate of damages related to indirect sales claim, as this will not become a contractual obligation until the appeals process is complete and amount of damages has been finalized.
LIQUIDITY AND CAPITAL RESOURCES
| | (In thousands) | (In thousands) | 2019 | | 2018 | | 2017 | (In thousands) | 2022 | | 2021 |
| Net cash flows from: | | | | | | |
| CASH FLOW DATA: | | CASH FLOW DATA: | |
| Net Cash Flows from: | | Net Cash Flows from: | |
| Operating Activities | Operating Activities | $ | 42,689 | | | $ | 54,881 | | | $ | 37,783 | | Operating Activities | $ | (28,312) | | | $ | (5,530) | |
| Investing Activities | Investing Activities | $ | 64,630 | | | $ | (19,667) | | | $ | (129,561) | | Investing Activities | $ | 14,386 | | | $ | 3,179 | |
| Financing Activities | Financing Activities | $ | (92,182) | | | $ | (36,134) | | | $ | 91,425 | | Financing Activities | $ | (1,412) | | | $ | (7,505) | |
| YEAR-END FINANCIAL POSITION: | | YEAR-END FINANCIAL POSITION: | |
| Working Capital (1) | | Working Capital (1) | $ | 213,682 | | | $ | 221,248 | |
| Indebtedness | | Indebtedness | $ | 164,000 | | | $ | 163,000 | |
| OTHER YEAR-END DATA: | | OTHER YEAR-END DATA: | |
| Capital Expenditures | | Capital Expenditures | $ | 7,675 | | | $ | 6,034 | |
(1)Working capital is calculated as the difference between Current Assets and Current Liabilities.
Our cash flow from operations and available borrowing capacity provide us with the financial resources needed to run our operations and reinvest in our business.
Our ability to maintain sufficient liquidity is highly dependent upon achieving expected operating results. Failure to achieve expected operating results could have a material adverse effect on our liquidity, our ability to obtain financing or access our existing financing, and our operations in the future.
Operating Activities
Cash provided byused for operating activities was $42.7totaled $28.3 million in 20192022, as compared with $54.9$5.5 million cash used for operating activities in 2018. The decrease2021. Cash flow from operating activities decreased compared with the 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. Accounts receivable has increased with a higher volume of $12.2sales while inventory balances have increased to fulfill customer demand in upcoming quarters coupled with increased lead times on certain key components required to be purchased further in advance. Non-cash items in 2022 and 2021 include the $11.3 million in 2019 was primarily due to the net non-cash effect on net income of the net gainand $10.7 million earnout from the sale of businesses, the legalsemiconductor business, respectively. Additional non-cash items in 2021 include the $5.0 million net gain on the sale of facilities within the Aerospace segment, as well as the $8.4 million incremental reserve andfor estimated impacts of the antenna business impairment and restructuring charges, partially offset by a change in net operating assets.
Cash provided by operating activities was $54.9 million in 2018 comparedintellectual property dispute with $37.8 million in 2017. The increase of $17.1 million in 2018 was primarily a result of increased net income in 2018 when compared with 2017, offset with a change in net operating assets.
Cash provided by operating activities was $37.8 million in 2017 compared with $48.9 million in 2016. The decrease of $11.1 million in 2017 was primarily a result of decreased net income and net operating assets in 2017 when compared with 2016.Lufthansa Technik.
Our cash flows from operations are primarily dependent on our net income (loss) adjusted for non-cash expenses and income and the timing of collections of receivables, level of inventory levels and payments to suppliers and employees. Sales and operating results of our Aerospace segment are influenced by the impact of the COVID-19 pandemic on the aerospace industry, in particular, build rates of new aircraft, which are subject to general economic conditions, airline passenger travel and spending for government and military programs. Our Test Systems segment sales depends in part on capital expenditures of the aerospace &and defense industry which, in turn, depend on current and future demand for those products. A reduction in demand for our customers’ products would adversely affect our operating results and cash flows. We maintain a revolving credit facility
The Company generated positive cash flows from operations in the fourth quarter of 2022, and expects to fund our short and long-term capital requirements including acquisitions and share repurchase efforts.continue to do so for the full year ending December 31, 2023.
Investing Activities
Cash provided by investing activities in 20192022 was $64.6$14.4 million. Investing cash flows in 2022 were positively impacted by the receipt of $10.7 million and $11.3 million related to the calendar 2020 and 2021 earnouts, respectively, from the sale of the semiconductor business, offset by $7.7 million in capital expenditures.
Cash provided by investing activities in 2021 was $3.2 million, primarily the result of the $103.8$9.2 million in proceeds from the divestituresale of assets within the semiconductor businessAerospace segment, offset by purchases of property, plant and equipment (“PP&E”) of $12.1 million. Cash provided by investing activities in 2019 was also offset by net cash used for the purchases of Freedom and Diagnosys for $21.8 million and $7.0 million, respectively.
Cash used for investing activities in 2018 was $19.7 million, primarily related to purchases of PP&E of $16.3 million.
Cash used for investing activities in 2017 was $129.6 million, primarily related to the acquisitions of CCC and CSC of $114.0 million and purchases of PP&E of $13.5$6.0 million.
Our expectation for 20202023 is that we will invest between $22$17 million and $25$20 million for PP&E. Future requirements for PP&E depend on numerous factors, including expansion of existing product lines and introduction of new products. Management believes that our cash flow from operations and current borrowing arrangements will provide for these capital expenditures. We expect to continue to evaluate acquisition opportunities in the future.
Financing Activities
Our ability to maintain sufficient liquidity is highly dependent upon achieving expected operating results. Failure to achieve expected operating results could have a material adverse effect on our liquidity, our ability to obtain financing, and our operations in the future.
Financing Activities
Cash used for financing activities totaled $1.4 million for 2022, as compared with cash used for financing activities of $7.5 million for 2021. The Company made net repayments towards our senior credit facility of $1.0 million in 2022 compared with net repayments of $10.0 million in 2021, coupled with $2.4 million in costs associated with amending and refinancing our credit facility in 2022.
The Company's long-term debt at December 31, 2022 and 2021 consisted of borrowings under its Fifth Amended and Restated Credit Agreement (the “Agreement”) provides for a $500 million. On March 1, 2022, the Company executed an amendment to the Agreement, which reduced the revolving credit line withfrom $375 million to $225 million and extended the option to increase the line by up to $150 million. The maturity date of the loans under the Agreement isfacility from February 16, 2023 to May 30, 2023. On August 9, 2022, the Company executed a further amendment to the Agreement, 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 amendment extended the maturity date of the loans under the facility from May 30, 2023 to August 31, 2023. On October 21, 2022, the Company executed an additional amendment to the Agreement, under which the lenders waived enforcement of their rights against the Company arising from the Company’s failure to comply with the maximum net leverage ratio and minimum liquidity covenants, each as of September 30, 2022. The amendment increased the revolving credit line to $180 million as of October 21, 2022, with a reduction to $170 million effective November 21, 2022. Another amendment to the Agreement was executed on November 14, 2022 (the “Amended Facility”), which extended the maturity date of the loans under the facility from August 31, 2023 to November 30, 2023. Under the Amended Facility, the revolving credit line was set at $180 million, with a reduction to $170 million effective December 21, 2022. The amendment required the Company to maintain minimum liquidity, defined as unrestricted cash plus the unused revolving credit commitments ($10 million as of November 30, 2022 and December 31, 2022). The Amended Facility required the Company to comply with a minimum Adjusted EBITDA covenant on a trailing twelve month basis. The amendment eliminated the net leverage ratio covenant for the remaining term of the agreement. Each amendment executed in 2022 required payment of a consent fee of 5 to 10 basis points of the commitment for each consenting lender.
At December 31, 2019,2022, there was $188.0$164.0 million outstanding on the revolving credit facilityAmended Facility and there remains $310.9remained $6.0 million available net of outstanding letters of credit.subject to the minimum liquidity covenant discussed above. The credit facility allocatesallocated up to $20 million of the $500$170 million revolving credit line for the issuance of letters of credit, including certain existing letters of credit. At December 31, 2019,Interest on the debt outstanding letters of credit totaled $1.1 million.
The maximum permitted leverage ratio of funded debt to Adjusted EBITDA (as defined in the Agreement) was 3.75 to 1, increasing to 4.50 to 1 for up to four fiscal quarters following the closing of an acquisition permitted under the Agreement, subject to limitations. The Company is in compliance with its financial covenant at December 31, 2019.2022 was payable on the unpaid principal amount of the facility at a rate equal to the Secured Overnight Financing Rate (“SOFR”, which is required to be at least 1.00%), plus 5.50% with an increase to a rate equal to SOFR (which is required to be at least 1.00%), plus 8.50% effective January 17, 2023. The Company also was required to pay a commitment fee to the lenders in an amount equal to 0.40% on the undrawn portion of the Amended Facility.
The Company amended its existing revolving credit facility on January 19, 2023 by entering into the Sixth Amended and Restated Credit Agreement (the “ABL Revolving Credit Facility”). The ABL Revolving Credit Facility set the maximum aggregate amount that the Company can borrow under the revolving credit line at $115 million, with borrowings subject to a borrowing base determined primarily by certain domestic inventory and accounts receivable. The maturity date of borrowings under the ABL Revolving Credit Facility is January 19, 2026. Under the terms of the ABL Revolving Credit Facility, the Company will now pay interest on the unpaid principal amount of the facility at a rate equal to one-, three- or six-month LIBORSOFR (which is required to be at least 1.00%) plus between 1.00% and 1.50% based upon the Company’s leverage ratio.2.25% to 2.75%. The Company will also pay a quarterly commitment fee tounder the LendersABL Revolving Credit Facility in an amount equal to between 0.10% and 0.20%0.25% or 0.375% based on the undrawn portionCompany’s average excess availability. Under the provisions of the credit facility, based uponABL Revolving Credit Facility, the Company’s leverage ratio.Company has a cash dominion arrangement with the lead banking institution whereby eligible daily cash receipts are contractually utilized to pay down outstanding borrowings. Eligible cash receipts that have not yet been applied to outstanding debt balance will be classified as restricted cash in the accompanying consolidated balance sheets.
The Company’s obligationsCompany also entered into a $90 million asset-based Term Loan Facility on January 19, 2023. The Term Loan Facility is secured primarily by fixed assets, real estate and intellectual property. The maturity date of the Term Loan Facility is the earlier of the stated maturity date of the ABL Revolving Credit Facility or January 19, 2027, provided the ABL Revolving Credit Facility is extended beyond that date. The Company will pay interest under the Credit Agreement as amended are jointlyTerm Loan Facility at a rate equal to SOFR (which is required to be at least 2.50%) plus 8.75%. The Company will pay a commitment fee under the Term Loan Facility of 5% of the total aggregate commitment, or $4.5 million, $1.8 million which was paid on the closing date, $1.8 million of which will be paid on June 19, 2023 and severally guaranteed by each domestic subsidiary$0.9 million of which will be paid on the date that the financial statements and compliance certificate for the fiscal quarter of the Company ending on or about March 31, 2024 are required to be delivered under the Term Loan Facility.
Amortization of the principal under the Term Loan Facility will begin in April with a monthly amortization rate of 0.292% of the outstanding term loan principal balance for the period April 1, 2023 through June 1, 2023, increasing to 0.542% per month
for the period July 1, 2023 through September 1, 2023 then increasing to 0.833% thereafter. Total scheduled principal payments of $4.5 million are payable in 2023 and as such, have been classified as current in the accompanying consolidated balance sheet as of December 31, 2022. The weighted-average interest rate on current maturities of long-debt is 13.60%.
Pursuant to the ABL Revolving Credit Facility and the Term Loan Facility, the Company is required to comply with a minimum trailing four quarter EBITDA of $14.7 million for the Company’s first quarter of 2023, $23.3 million in the second quarter, $39.2 million in the third quarter, $51.7 million in the fourth quarter, $57.6 million in the first quarter of 2024, $65.2 million in the second quarter of 2024 and $70 million thereafter. In addition, mandatory prepayment of a portion of excess cash flow, as defined by the Term Loan Facility, is payable towards the principle amount outstanding at the end of 2023. Any voluntary prepayments made are subject to a prepayment fee, as defined by the Term Loan Facility. The Company is also required to maintain minimum liquidity of $20 million through the date of delivery of the compliance certificate for the quarter ended March 31, 2024, and $10 million thereafter. Beginning with the first quarter of 2024, the Company is subject to a minimum fixed charge coverage ratio of 1.10 to 1.00. Further, the Company is subject to excess cash flow repayment provisions, restrictions on additional indebtedness, share repurchases and dividend payments, and a limitation on capital expenditures.
Upon execution of the amendment to its ABL Revolving Credit Facility and the Term Loan Facility on January 19, 2023, the Company incurred an additional $6.1 million in debt issuance costs, allocated between the ABL Revolving Credit Facility and the Term Loan Facility. Deferred debt issuance costs associated with the ABL Revolving Credit Facility will be recorded within other thanassets and those associated with the Term Loan Facility will be recorded as a non-material subsidiary. The obligations are secured by a first priority lienreduction of the carrying value of the debt on substantially allthe Consolidated Balance Sheets.
Certain of the Company’s subsidiaries are borrowers or guarantors under the ABL Revolving Credit Facility and the guarantors’ assets.Term Loan Facility.
In the event of voluntary or involuntary bankruptcy of the Company or any subsidiary, all unpaid principal and other amounts owing under the Credit Agreementcredit facilities automatically become due and payable. Other events of default, such as failure to make payments as they become due and breach of financial and other covenants, change of control, judgments over a certain amount, and cross default under other material debt agreements, and a going concern qualification for any reason other than loan maturity date give the Agentagent the option to declare all such amounts immediately due and payable.
The primary financingCompany expects its sales growth and reductions in working capital will provide sufficient cash flows to fund operations. However, the Company may also evaluate various actions and alternatives to enhance its profitability and cash generation from operating activities, in 2019 relatedwhich could include manufacturing efficiency initiatives, cost-reduction measures, working with vendors and suppliers to the repurchasereduce lead times and expedite shipment of approximately 1,851,000 shares at an aggregate cost of $50.8 million under our share purchase program, coupledcritical components, and working with net paymentscustomers to expedite receivable collections.
Our ability to maintain sufficient liquidity and comply with financial debt covenants is highly dependent upon achieving expected operating results. Failure to achieve expected operating results could have a material adverse effect on our senior credit facilityliquidity, our ability to obtain financing or access our existing financing, and our operations in the future and could allow our debt holders to demand payment of $39.0 million. The primary financing activitiesall outstanding amounts. Refer to Item 1A, Risk Factors, for further discussion.
Refer to Note 8 of our consolidated financial statements in 2018 related to net repayments onItem 8, Financial Statement and Supplementary Data, of this report for additional information regarding our senior facility of $35.0 million.
The Company’s cash needs for working capital, debt service, capital equipment, and acquisition opportunities during 2020 is expected to be met by cash flows from operations and cash balances and, if necessary, utilization of the revolving credit facility.
DIVIDENDS
Management believes that it should retain the capital generated from operating activities for investment in advancing technologies, acquisitions and debt retirement. Accordingly, there are no plans to institute a cash dividend program.
BACKLOG
At December 31, 2019, Further, we are precluded from payment of dividends under our consolidated backlog was $359.6 million. At December 31, 2018, our backlog was $415.5 million. Excluding backlog related to the divested semiconductor business, our backlog was $403.3 million at December 31, 2018. Backlog in the Aerospace segment was $275.8 million at December 31, 2019, of which $249.6 million is expected to be recognized as revenue in 2020. Backlog in the Test Systems segment was $83.8 million at December 31, 2019, of which $51.4 million is expected to be recognized as revenue of in 2020.credit facilities.
RELATED-PARTY TRANSACTIONS
Information regarding certain relationships and related transactions is incorporated herein by reference to the information included in the Company’s 20202023 Proxy Statement which will be filed with the Commission within 120 days after the end of the Company’s 20192022 fiscal year.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 1 of the Consolidatedconsolidated financial statements in Item 8, Financial Statements at Item 8and Supplementary Data, of this report.report
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has limited exposure to fluctuation in foreign currency exchange rates to U.S. dollar, primarily in Canadian dollars and Euros currency. The impact of transactions denominated in any other foreign currency is insignificant. Approximately 89%91% of the Company’s consolidated sales are transacted in U.S. dollars. Net assets held in or measured in Canadian dollars amounted to $23.6$8.8 million at December 31, 2019.2022. A 10% change in the value of the U.S. dollar versus the Canadian dollar would have had a $0.2 million impact to 2022 net loss. Net assets held in or measured in Euros amounted to $40.8$25.3 million at December 31, 2019.
Risk due to fluctuation in foreign exchange rates to net income was insignificant in 2019; however it could be significant2022. A 10% change in the future. value of the U.S. dollar versus the Euros would have had a $0.1 million impact to 2022 net loss.
Risk due to fluctuation in interest rates is a function of the Company’s floating rate debt obligations, which total approximately $188.0$164.0 million at December 31, 2019.2022. A change of 1% in interest rates of all variable rate debt would impact annual net incomeloss by approximately $1.9$1.6 million, before income taxes.
As disclosed elsewhere in this report, the future impacts of the Russia and Ukraine conflict and the COVID-19 pandemic and their residual effects, including economic uncertainty, inflationary environment and disruption within the global supply chain, labor markets and aerospace industry, on our business remain uncertain. As we cannot anticipate the ultimate duration or scope of the Russia-Ukraine war and the COVID-19 pandemic, the ultimate financial impact to our results cannot be reasonably estimated, but could be material.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Astronics Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Astronics Corporation (the Company) as of December 31, 20192022 and 2018,2021, the related consolidated statements of operations, comprehensive income,loss, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2019,2022, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2)(collectively (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 20192022 and 2018,2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2019,2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2019,2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 2, 202010, 2023 expressed an unqualified opinion thereon.
Adoption of New Accounting Standards
As discussed in Note 2 to the consolidated financial statements, the Company changed its method for recognizing revenue as a result of the adoption of Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and the amendments in ASUs 2015-14, 2016-08, 2016-10 and 2016-12, effective January 1, 2018. As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for leases as a result of the adoption of ASU No. 2016-02, Leases (Topic 842), as amended, effective January 1, 2019.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| | | | | | | | |
| | Valuation of Goodwill |
| Description of the Matter | | As of December 31, 2019,2022, the Company’s goodwill balance was $145$58.2 million. As discussed in Notes 1 and 7 of the consolidated financial statements, the Company tests goodwill for impairment 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. For each reporting unit, the Company performed a quantitative test using the discounted cash flow method to estimate fair value. The discounted cash flow method incorporates various assumptions, the most significant being projected revenuesales growth rates and the weighted-average cost of capital. If the carrying value of the reporting unit exceeds its fair value, goodwill impairment is measured as the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill.
Auditing management’s assumptions was especially subjectivechallenging due to the estimation required in determining the fair value of certain of the Company’s reporting units.units with goodwill. The fair value estimates for thesecertain reporting units were sensitive to the significant assumptions of the revenuesales growth rate and the weighted-average cost of capital, whichcapital. These assumptions are affected by expectations about future market orand economic conditions, particularly those in the aerospace industry. |
| | | | | | | | |
| How We Addressed the Matter in Our Audit | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment test process, includingtesting process. This included the determination of the underlying significant assumptions described above, and the completeness and accuracy of the impairment analysis.
To test the estimated fair value of the Company’s reporting units, we performed audit procedures with the assistance of our valuation professionals that included, among others, assessing the methodology used, testing the significant assumptions discussed above and testing the underlying data used in the impairment analysis. We compared the significant assumptions used by management to current industry and economic trends, historical trends of the Company, and other relevant factors. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions. We also involved our valuation professionals to assist in our evaluation of the weighted averageweighted-average cost of capital used in the fair value estimates. In addition, we tested the reconciliation of the fair value of the Company’s reporting units to the market capitalization of the Company as of the annual impairment testing date.
|
| | | | | | | | |
| | Revenue Recognition |
| Description of the Matter | | For the year ended December 31, 2019,2022, the Company’s revenuessales totaled $772.7$534.9 million. As discussed in Note 2 to the consolidated financial statements, some of the Company’s contracts with customers contain multiple performance obligations. The majority of the Company’s revenue from contracts with customers is recognized at a point in time when the customer obtains control of the product, which is generally upon delivery and acceptance by the customer. For contracts with customers in which the Company satisfies its promise to the customer to provide a service or a product that has no alternative use to the Company and the Company has enforceable rights to payment for progress completed to date inclusive of profit, the Company satisfies the performance obligation and recognizes revenue over time using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfyingas it satisfies the Company’s performance obligations.obligation.
Auditing management’s evaluation of contracts with customers was especially challenging due to the effortjudgment required to analyze the terms and conditions of the Company’s various customer contracts given that such terms and conditions are nonstandard. This included the identification and determination of the performance obligations and the timingassessment of revenue recognition.whether a product has alternative use. |
| | | | | | | | |
| How We Addressed the Matter in Our Audit | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s revenue recognition process. For example, weWe tested controls over management’s review of the terms and conditions of contracts with customers which included an analysis of the distinct performance obligations and a review of the conclusion as to whether revenue from such performance obligations should be recognized over time or at a point in time. We also tested management’s centralized monitoring control over completeness of the contract reviews and appropriateness of the accounting conclusions.
We performed procedures to test the identification and determination of the performance obligations and the timing of revenue recognition which included, among others, reading a sample of executed contracts and purchase orders to understand the contract and performing an independent assessment of the identification of distinct performance obligations and the appropriate timing of revenue recognition, and comparing our assessment to that of management.whether a product has alternative use. We tested the completeness and accuracy of the Company’s contract summary documentation, specifically related to the identification and determination of distinct performance obligations and the timing of revenue recognition. |
/s/ Ernst & Young LLP
We have served as the Company'sCompany‘s auditor since 1992.
Buffalo, New York
March 2, 2020
10, 2023
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 20192022 based upon the framework in Internal Control – Integrated Framework originally issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that our internal control over financial reporting is effective as of December 31, 2019.
We completed acquisitions in 2019, which were excluded from our management’s report on internal control over financial reporting as of December 31, 2019. We acquired Freedom Communication Technologies, Inc. on July 1, 2019 and the primary operating subsidiaries from Diagnosys Test Systems Limited, on October 4, 2019. These acquisitions were included in our 2019 consolidated financial statements and constituted $55.8 million and $33.6 million of total and net assets, respectively, as of December 31, 2019 and $12.9 million and ($2.1) million of sales and net income, respectively, for the year then ended.2022.
Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in this Annual Report on Form 10-K and, as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting.
| | | | | | | | | | | | | | | | | |
| By: | | /s/ Peter J. Gundermann | | March 2, 202010, 2023 | |
| | Peter J. Gundermann | | | |
| | President & Chief Executive Officer | | | |
| | (Principal Executive Officer) | | | |
| | | | | |
| | /s/ David C. Burney | | March 2, 202010, 2023 | |
| | David C. Burney | | | |
| | Executive Vice President and Chief Financial Officer | | | |
| | (Principal Financial Officer) | | | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Astronics Corporation
Opinion on Internal Control Over Financial Reporting
We have audited Astronics Corporation’s internal control over financial reporting as of December 31, 2019,2022, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Astronics Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019,2022, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Freedom Communication Technologies, Inc. (“FCT”) and the primary operating subsidiaries of Diagnosys Test Systems Limited (“Diagnosys”), which are included in the 2019 consolidated financial statements of the Company and constituted approximately 7% and 10% of total and net assets, respectively, as of December 31, 2019 and approximately 2% and (4)% of sales and net income, respectively, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of FCT and Diagnosys.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2019 consolidated balance sheets of the Company as of December 31, 20192022 and 2018, 2021,the related consolidated statements of operations, comprehensive income,loss, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2019,2022, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report datedMarch 2, 202010, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Buffalo, New York
March 2, 2020
10, 2023
ASTRONICS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | | | |
| (In thousands, except per share data) | 2019 | | 2018 | | 2017 |
| Sales | $ | 772,702 | | | $ | 803,256 | | | $ | 624,464 | |
| Cost of Products Sold | 616,560 | | | 622,560 | | | 487,351 | |
| Gross Profit | 156,142 | | | 180,696 | | | 137,113 | |
| Selling, General and Administrative Expenses | 143,358 | | | 117,033 | | | 88,775 | |
| Impairment Loss | 11,083 | | | — | | | 16,237 | |
| Income from Operations | 1,701 | | | 63,663 | | | 32,101 | |
| Net Gain on Sale of Businesses | 78,801 | | | — | | | — | |
| Other Expense, Net of Other Income | 6,058 | | | 1,671 | | | 1,741 | |
| Interest Expense, Net of Interest Income | 6,141 | | | 9,710 | | | 5,369 | |
| Income Before Income Taxes | 68,303 | | | 52,282 | | | 24,991 | |
| Provision for Income Taxes | 16,286 | | | 5,479 | | | 5,312 | |
| Net Income | $ | 52,017 | | | $ | 46,803 | | | $ | 19,679 | |
| Basic Earnings Per Share | $ | 1.62 | | | $ | 1.45 | | | $ | 0.60 | |
| Diluted Earnings Per Share | $ | 1.60 | | | $ | 1.41 | | | $ | 0.58 | |
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (In thousands, except per share data) | 2022 | | 2021 | | 2020 |
| Sales | $ | 534,894 | | | $ | 444,908 | | | $ | 502,587 | |
| Cost of Products Sold | 463,354 | | | 379,545 | | | 405,744 | |
| Gross Profit | 71,540 | | | 65,363 | | | 96,843 | |
| Selling, General and Administrative Expenses | 101,584 | | | 99,051 | | | 110,528 | |
| Net Gain on Sale of Facility | — | | | 5,014 | | | — | |
| Impairment Loss | — | | | — | | | 87,016 | |
| Loss from Operations | (30,044) | | | (28,674) | | | (100,701) | |
| Net Gain on Sale of Businesses | 11,284 | | | 10,677 | | | — | |
| Other Expense, Net of Other Income | 1,611 | | | 2,159 | | | 4,968 | |
| Interest Expense, Net of Interest Income | 9,422 | | | 6,804 | | | 6,741 | |
| Loss Before Income Taxes | (29,793) | | | (26,960) | | | (112,410) | |
| Provision for (Benefit from) Income Taxes | 5,954 | | | (1,382) | | | 3,371 | |
| Net Loss | $ | (35,747) | | | $ | (25,578) | | | $ | (115,781) | |
| Basic Loss Per Share | $ | (1.11) | | | $ | (0.82) | | | $ | (3.76) | |
| Diluted Loss Per Share | $ | (1.11) | | | $ | (0.82) | | | $ | (3.76) | |
See notes to consolidated financial statements.
ASTRONICS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | | | |
| (In thousands) | 2019 | | 2018 | | 2017 |
| Net Income | $ | 52,017 | | | $ | 46,803 | | | $ | 19,679 | |
| Other Comprehensive Income (Loss): | | | | | |
| Foreign Currency Translation Adjustments | 114 | | | (2,691) | | | 4,132 | |
| Retirement Liability Adjustment – Net of Tax | (2,413) | | | 4,087 | | | (1,990) | |
| Other Comprehensive Income (Loss) | (2,299) | | | 1,396 | | | 2,142 | |
| Comprehensive Income | $ | 49,718 | | | $ | 48,199 | | | $ | 21,821 | |
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (In thousands) | 2022 | | 2021 | | 2020 |
| Net Loss | $ | (35,747) | | | $ | (25,578) | | | $ | (115,781) | |
| Other Comprehensive Income (Loss): | | | | | |
| Foreign Currency Translation Adjustments | (1,928) | | | (939) | | | 2,574 | |
| Retirement Liability Adjustment – Net of Tax | 6,897 | | | 2,894 | | | (3,396) | |
| Other Comprehensive Income (Loss) | 4,969 | | | 1,955 | | | (822) | |
| Comprehensive Loss | $ | (30,778) | | | $ | (23,623) | | | $ | (116,603) | |
See notes to consolidated financial statements.
ASTRONICS CORPORATION
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | |
| | December 31, | | |
| (In thousands, except share and per share data) | 2019 | | 2018 |
| ASSETS | | | |
| Current Assets: | | | |
| Cash and Cash Equivalents | $ | 31,906 | | | $ | 16,622 | |
| Accounts Receivable, Net of Allowance for Doubtful Accounts | 147,998 | | | 182,308 | |
| Inventories | 145,787 | | | 138,685 | |
| Prepaid Expenses and Other Current Assets | 15,853 | | | 17,198 | |
| Assets Held for Sale | 1,537 | | | 19,358 | |
| Total Current Assets | 343,081 | | | 374,171 | |
| Property, Plant and Equipment, Net of Accumulated Depreciation | 112,499 | | | 120,862 | |
| Operating Right-of-Use Assets | 23,602 | | | — | |
| Other Assets | 31,271 | | | 21,272 | |
| Intangible Assets, Net of Accumulated Amortization | 127,293 | | | 133,383 | |
| Goodwill | 144,970 | | | 124,952 | |
| Total Assets | $ | 782,716 | | | $ | 774,640 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | |
| Current Liabilities: | | | |
| Current Maturities of Long-term Debt | $ | 224 | | | $ | 1,870 | |
| Accounts Payable | 35,842 | | | 50,664 | |
| Accrued Payroll and Employee Benefits | 22,485 | | | 31,732 | |
| Accrued Income Taxes | 1,080 | | | 312 | |
| Current Operating Lease Liabilities | 4,517 | | | — | |
| Other Accrued Expenses | 25,132 | | | 15,728 | |
| Customer Advanced Payments and Deferred Revenue | 31,360 | | | 26,880 | |
| Liabilities Held for Sale | — | | | 906 | |
| Total Current Liabilities | 120,640 | | | 128,092 | |
| Long-term Debt | 188,000 | | | 232,112 | |
| Supplemental Retirement Plan and Other Liabilities for Pension Benefits | 27,247 | | | 22,689 | |
| Long-term Operating Lease Liabilities | 21,039 | | | — | |
| Other Liabilities | 33,011 | | | 1,923 | |
| Deferred Income Taxes | 3,922 | | | 3,199 | |
| Total Liabilities | 393,859 | | | 388,015 | |
| Shareholders’ Equity: | | | |
Common Stock, $.01 par value, Authorized 40,000,000 Shares 26,874,223 Shares Issued and 23,348,205 Outstanding at December 31, 2019 25,978,037 Shares Issued and 24,303,323 Outstanding at December 31, 2018 | 269 | | | 260 | |
Convertible Class B Stock, $.01 par value, Authorized 15,000,000 Shares 7,650,382 Shares Issued and Outstanding at December 31, 2019 8,289,794 Shares Issued and Outstanding at December 31, 2018 | 76 | | | 83 | |
| Additional Paid-in Capital | 76,340 | | | 73,044 | |
| Accumulated Other Comprehensive Loss | (15,628) | | | (13,329) | |
| Retained Earnings | 428,584 | | | 376,567 | |
| Treasury Stock; 3,526,018 Shares at December 31, 2019, 1,674,714 Shares at December 31, 2018 | (100,784) | | | (50,000) | |
| Total Shareholders’ Equity | 388,857 | | | 386,625 | |
| Total Liabilities and Shareholders’ Equity | 782,716 | | | 774,640 | |
| | | | | | | | | | | |
| | December 31, |
| (In thousands, except share and per share data) | 2022 | | 2021 |
| ASSETS | | | |
| Current Assets: | | | |
| Cash and Cash Equivalents | $ | 13,778 | | | $ | 29,757 | |
| Accounts Receivable, Net of Allowance for Estimated Credit Losses | 147,790 | | | 107,439 | |
| Inventories | 187,983 | | | 157,576 | |
| Prepaid Expenses and Other Current Assets | 15,743 | | | 45,089 | |
| | | |
| Total Current Assets | 365,294 | | | 339,861 | |
| Property, Plant and Equipment, Net of Accumulated Depreciation | 90,658 | | | 95,236 | |
| Operating Right-of-Use Assets | 13,028 | | | 16,169 | |
| Other Assets | 8,605 | | | 5,270 | |
| Intangible Assets, Net of Accumulated Amortization | 79,277 | | | 94,320 | |
| Goodwill | 58,169 | | | 58,282 | |
| Total Assets | $ | 615,031 | | | $ | 609,138 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | |
| Current Liabilities: | | | |
| Current Maturities of Long-term Debt | $ | 4,500 | | | $ | — | |
| Accounts Payable | 64,193 | | | 34,860 | |
| Accrued Payroll and Employee Benefits | 15,588 | | | 19,607 | |
| Accrued Income Taxes | 6,410 | | | 2,621 | |
| Current Operating Lease Liabilities | 4,441 | | | 6,778 | |
| Other Accrued Expenses | 23,913 | | | 27,391 | |
| Customer Advanced Payments and Deferred Revenue | 32,567 | | | 27,356 | |
| | | |
| Total Current Liabilities | 151,612 | | | 118,613 | |
| Long-term Debt | 159,500 | | | 163,000 | |
| Supplemental Retirement Plan and Other Liabilities for Pension Benefits | 26,604 | | | 31,199 | |
| Long-term Operating Lease Liabilities | 9,942 | | | 12,018 | |
| Other Liabilities | 25,583 | | | 26,283 | |
| Deferred Income Taxes | 1,870 | | | 1,421 | |
| Total Liabilities | 375,111 | | | 352,534 | |
| Shareholders’ Equity: | | | |
Common Stock, $.01 par value, Authorized 40,000,000 Shares 29,121,924 Shares Issued and 25,967,233 Outstanding at December 31, 2022 28,910,605 Shares Issued and 25,102,545 Outstanding at December 31, 2021 | 291 | | | 289 | |
Convertible Class B Stock, $.01 par value, Authorized 15,000,000 Shares 6,314,430 Shares Issued and Outstanding at December 31, 2022 6,375,392 Shares Issued and Outstanding at December 31, 2021 | 63 | | | 64 | |
| Additional Paid-in Capital | 98,630 | | | 92,037 | |
| Accumulated Other Comprehensive Loss | (9,526) | | | (14,495) | |
| Retained Earnings | 240,360 | | | 287,225 | |
| Treasury Stock, 3,154,691 Shares at December 31, 2022, 3,808,060 Shares at December 31, 2021 | (89,898) | | | (108,516) | |
| Total Shareholders’ Equity | 239,920 | | | 256,604 | |
| Total Liabilities and Shareholders’ Equity | $ | 615,031 | | | $ | 609,138 | |
See notes to consolidated financial statements.
ASTRONICS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | Year Ended December 31, | | | | | | | | | | | | | | | | |
| (In thousands) | (In thousands) | 2019 | | 2018 | | 2017 | (In thousands) | Year Ended December 31, |
| Cash Flows from Operating Activities | Cash Flows from Operating Activities | | | | | | Cash Flows from Operating Activities | 2022 | | 2021 | | 2020 |
| Net Income | $ | 52,017 | | | $ | 46,803 | | | $ | 19,679 | | |
| Adjustments to Reconcile Net Income to Cash Provided By Operating Activities, Excluding the Effects of Acquisitions and Divestitures: | | |
| Net Loss | | Net Loss | $ | (35,747) | | | $ | (25,578) | | | $ | (115,781) | |
| Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities: | | Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities: | |
| Non-cash Items: | Non-cash Items: | | Non-cash Items: | |
| Depreciation and Amortization | Depreciation and Amortization | 33,049 | | | 35,032 | | | 27,063 | | Depreciation and Amortization | 27,777 | | | 29,005 | | | 31,854 | |
| Provision for Losses on Inventory and Receivables | Provision for Losses on Inventory and Receivables | 16,947 | | | 3,271 | | | 2,973 | | Provision for Losses on Inventory and Receivables | 3,415 | | | 3,942 | | | 6,079 | |
| Equity-based Compensation Expense | Equity-based Compensation Expense | 3,843 | | | 3,098 | | | 2,598 | | Equity-based Compensation Expense | 6,497 | | | 6,460 | | | 5,184 | |
| Deferred Tax Benefit | (14,385) | | | (2,680) | | | (5,494) | | |
| Operating Lease Expense | 4,208 | | | — | | | — | | |
| Net Gain on Sale of Businesses | (78,801) | | | — | | | — | | |
| Deferred Tax Expense (Benefit) | | Deferred Tax Expense (Benefit) | 19 | | | (441) | | | 15,553 | |
| Operating Lease Non-cash Expense | | Operating Lease Non-cash Expense | 6,028 | | | 5,198 | | | 4,500 | |
| Net Gain on Sales of Assets | | Net Gain on Sales of Assets | — | | | (5,083) | | | — | |
| Contingent Consideration Liability Fair Value Adjustment | | Contingent Consideration Liability Fair Value Adjustment | — | | | (2,200) | | | — | |
| Non-cash 401K Contribution | | Non-cash 401K Contribution | 4,512 | | | 4,199 | | | — | |
| Net Gain on Sale of Businesses, Before Taxes | | Net Gain on Sale of Businesses, Before Taxes | (11,284) | | | (10,677) | | | — | |
| Impairment Loss | Impairment Loss | 11,083 | | | — | | | 16,237 | | Impairment Loss | — | | | — | | | 87,016 | |
| Accrued Litigation Claim | Accrued Litigation Claim | 19,619 | | | 1,000 | | | — | | Accrued Litigation Claim | 500 | | | 8,374 | | | — | |
| Equity Investment Other Than Temporary Impairment | Equity Investment Other Than Temporary Impairment | 5,000 | | | — | | | — | | Equity Investment Other Than Temporary Impairment | — | | | — | | | 3,493 | |
| Restructuring Activities | Restructuring Activities | 6,539 | | | — | | | — | | Restructuring Activities | — | | | 267 | | | 1,173 | |
| Deferral of Federal Payroll Taxes | | Deferral of Federal Payroll Taxes | — | | | — | | | 5,877 | |
| Other | Other | 1,610 | | | (668) | | | (937) | | Other | 3,086 | | | 3,912 | | | 2,157 | |
| Cash Flows from Changes in Operating Assets and Liabilities, net of the Effects from Acquisitions and Divestitures of Businesses: | | |
| Cash Flows from Changes in Operating Assets and Liabilities: | | Cash Flows from Changes in Operating Assets and Liabilities: | |
| Accounts Receivable | Accounts Receivable | 34,083 | | | (47,291) | | | (9,844) | | Accounts Receivable | (41,646) | | | (14,832) | | | 53,928 | |
| Inventories | Inventories | (12,711) | | | (14,695) | | | (18,116) | | Inventories | (34,058) | | | (5,150) | | | (13,614) | |
| Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets | (1,160) | | | 464 | | | (2,132) | | Prepaid Expenses and Other Current Assets | 261 | | | 20 | | | (45) | |
| Accounts Payable | Accounts Payable | (16,617) | | | 9,171 | | | 10,439 | | Accounts Payable | 27,843 | | | 8,610 | | | (9,930) | |
| Accrued Expenses | Accrued Expenses | (10,737) | | | 8,177 | | | (702) | | Accrued Expenses | 787 | | | (5,037) | | | (17,667) | |
| Income Taxes Payable | 3,371 | | | (4,460) | | | (376) | | |
| Income Taxes Payable/Receivable | | Income Taxes Payable/Receivable | 16,134 | | | 156 | | | (10,440) | |
| Customer Advanced Payments and Deferred Revenue | Customer Advanced Payments and Deferred Revenue | (11,919) | | | 15,735 | | | (4,918) | | Customer Advanced Payments and Deferred Revenue | 5,264 | | | (235) | | | (7,043) | |
| Operating Lease Liabilities | Operating Lease Liabilities | (3,840) | | | — | | | — | | Operating Lease Liabilities | (7,295) | | | (6,036) | | | (4,556) | |
| Supplemental Retirement Plan and Other Liabilities | Supplemental Retirement Plan and Other Liabilities | 1,490 | | | 1,924 | | | 1,313 | | Supplemental Retirement Plan and Other Liabilities | (405) | | | (404) | | | (403) | |
| Cash Flows from Operating Activities | Cash Flows from Operating Activities | 42,689 | | | 54,881 | | | 37,783 | | Cash Flows from Operating Activities | (28,312) | | | (5,530) | | | 37,335 | |
| Cash Flows from Investing Activities | Cash Flows from Investing Activities | | | | | | Cash Flows from Investing Activities | | | | | |
| Acquisitions of Businesses, Net of Cash Acquired | (28,907) | | | — | | | (114,039) | | |
| Proceeds from Sale of Businesses | 104,877 | | | — | | | — | | |
| | Proceeds from Sale of Businesses and Assets | | Proceeds from Sale of Businesses and Assets | 22,061 | | | 9,213 | | | — | |
| Capital Expenditures | Capital Expenditures | (12,083) | | | (16,317) | | | (13,478) | | Capital Expenditures | (7,675) | | | (6,034) | | | (7,459) | |
| Other Investing Activities | Other Investing Activities | 743 | | | (3,350) | | | (2,044) | | Other Investing Activities | — | | | — | | | 1,662 | |
| Cash Flows from Investing Activities | Cash Flows from Investing Activities | 64,630 | | | (19,667) | | | (129,561) | | Cash Flows from Investing Activities | $ | 14,386 | | | $ | 3,179 | | | $ | (5,797) | |
| Cash Flows from Financing Activities | | | | | | |
| Proceeds From Long-term Debt | 117,000 | | | 35,015 | | | 147,086 | | |
| Principal Payments on Long-term Debt | (156,107) | | | (72,834) | | | (23,720) | | |
| Purchase of Outstanding Shares for Treasury | (50,784) | | | — | | | (32,382) | | |
| Debt Acquisition Costs | — | | | (516) | | | — | | |
| Stock Options Activity | (545) | | | 2,201 | | | 441 | | |
| Finance Lease Principal Payments | (1,746) | | | — | | | — | | |
| Cash Flows From Financing Activities | (92,182) | | | (36,134) | | | 91,425 | | |
| Effect of Exchange Rates on Cash | 147 | | | (372) | | | 366 | | |
| Increase (Decrease) in Cash and Cash Equivalents | 15,284 | | | (1,292) | | | 13 | | |
| Cash and Cash Equivalents at Beginning of Year | 16,622 | | | 17,914 | | | 17,901 | | |
| Cash and Cash Equivalents at End of Year | $ | 31,906 | | | $ | 16,622 | | | $ | 17,914 | | |
| Supplemental Cash Flow Information: | | | | | | |
| Interest Paid | $ | 5,707 | | | $ | 9,710 | | | $ | 4,775 | | |
| Income Taxes Paid, Net of Refunds | 27,343 | | | 12,218 | | | 10,777 | | |
|
ASTRONICS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
| | | | | | | | | | | | | | | | | |
| (In thousands) | Year Ended December 31, |
| Cash Flows from Financing Activities | 2022 | | 2021 | | 2020 |
| Proceeds from Long-term Debt | $ | 125,825 | | | $ | 20,000 | | | $ | 155,000 | |
| Principal Payments on Long-term Debt | (124,825) | | | (30,000) | | | (170,228) | |
| Purchase of Outstanding Shares for Treasury | — | | | — | | | (7,732) | |
| | | | | |
| Stock Award and Employee Stock Purchase Plan (“ESPP”) activity | 97 | | | 3,396 | | | 666 | |
| Finance Lease Principal Payments | (93) | | | (901) | | | (1,922) | |
| Financing-related Costs | (2,416) | | | — | | | (360) | |
| Cash Flows From Financing Activities | (1,412) | | | (7,505) | | | (24,576) | |
| Effect of Exchange Rates on Cash | (641) | | | (799) | | | 1,544 | |
| (Decrease) Increase in Cash and Cash Equivalents | (15,979) | | | (10,655) | | | 8,506 | |
| Cash and Cash Equivalents at Beginning of Year | 29,757 | | | 40,412 | | | 31,906 | |
| Cash and Cash Equivalents at End of Year | $ | 13,778 | | | $ | 29,757 | | | $ | 40,412 | |
| Supplemental Disclosure of Cash Flow Information | | | | | |
| Interest Paid | $ | 7,605 | | | $ | 5,951 | | | $ | 5,829 | |
| Income Taxes Refunded, Net of Payments | $ | (9,978) | | | $ | (1,250) | | | $ | (1,536) | |
| Non-Cash Investing Activities: | | | | | |
| Capital Expenditures in Accounts Payable | $ | 490 | | | $ | — | | | $ | — | |
See notes to consolidated financial statements.
ASTRONICS CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | | | |
| (In thousands) | 2019 | | 2018 | | 2017 |
| Common Stock | | | | | |
| Beginning of Year | $ | 260 | | | $ | 229 | | | $ | 220 | |
| Net Exercise of Stock Options | 1 | | | 1 | | | — | |
| Class B Stock Converted to Common Stock | 8 | | | 30 | | | 9 | |
| End of Year | $ | 269 | | | $ | 260 | | | $ | 229 | |
| Convertible Class B Stock | | | | | |
| Beginning of Year | $ | 83 | | | $ | 111 | | | $ | 120 | |
| Net Exercise of Stock Options | 1 | | | 2 | | | — | |
| Class B Stock Converted to Common Stock | (8) | | | (30) | | | (9) | |
| End of Year | $ | 76 | | | $ | 83 | | | $ | 111 | |
| Additional Paid in Capital | | | | | |
| Beginning of Year | $ | 73,044 | | | $ | 67,748 | | | $ | 64,709 | |
| Net Exercise of Stock Options and Equity-based Compensation Expense | 3,296 | | | 5,296 | | | 3,039 | |
| End of Year | $ | 76,340 | | | $ | 73,044 | | | $ | 67,748 | |
| Accumulated Other Comprehensive Loss | | | | | |
| Beginning of Year | $ | (13,329) | | | $ | (13,352) | | | $ | (15,494) | |
| Adoption of ASU 2018-02 | — | | | (1,373) | | | — | |
| Foreign Currency Translation Adjustments | 114 | | | (2,691) | | | 4,132 | |
| Retirement Liability Adjustment – Net of Taxes | (2,413) | | | 4,087 | | | (1,990) | |
| End of Year | $ | (15,628) | | | $ | (13,329) | | | $ | (13,352) | |
| Retained Earnings | | | | | |
| Beginning of Year | $ | 376,567 | | | $ | 325,191 | | | $ | 305,512 | |
| Adoption of ASU 2014-09 | — | | | 3,268 | | | — | |
| Adoption of ASU 2018-02 | — | | | 1,373 | | | — | |
| Net income | 52,017 | | | 46,803 | | | 19,679 | |
| Cash Paid in Lieu of Fractional Shares from Stock Distribution | — | | | (68) | | | — | |
| End of Year | $ | 428,584 | | | $ | 376,567 | | | $ | 325,191 | |
| Treasury Stock | | | | | |
| Beginning of Year | $ | (50,000) | | | $ | (50,000) | | | $ | (17,618) | |
| Purchase of Shares | (50,784) | | | — | | | (32,382) | |
| End of Year | $ | (100,784) | | | $ | (50,000) | | | $ | (50,000) | |
| Total Shareholders’ Equity | $ | 388,857 | | | $ | 386,625 | | | $ | 329,927 | |
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (In thousands) | 2022 | | 2021 | | 2020 |
| Common Stock | | | | | |
| Beginning of Year | $ | 289 | | | $ | 278 | | | $ | 269 | |
| Net Exercise of Stock Options, including ESPP | — | | | 5 | | | 1 | |
| Net Issuance of Common Stock for Restricted Stock Units (“RSU’s”) | 1 | | | 1 | | | — | |
| Class B Stock Converted to Common Stock | 1 | | | 5 | | | 8 | |
| End of Year | $ | 291 | | | $ | 289 | | | $ | 278 | |
| Convertible Class B Stock | | | | | |
| Beginning of Year | $ | 64 | | | $ | 69 | | | $ | 76 | |
| Net Exercise of Stock Options | — | | | — | | | 1 | |
| Class B Stock Converted to Common Stock | (1) | | | (5) | | | (8) | |
| End of Year | $ | 63 | | | $ | 64 | | | $ | 69 | |
| Additional Paid in Capital | | | | | |
| Beginning of Year | $ | 92,037 | | | $ | 82,187 | | | $ | 76,340 | |
| Net Exercise of Stock Options, including ESPP, and Equity-based Compensation Expense | 6,897 | | | 10,029 | | | 5,847 | |
| Tax Withholding Related to Issuance of RSU’s | (304) | | | (179) | | | — | |
| End of Year | $ | 98,630 | | | $ | 92,037 | | | $ | 82,187 | |
| Accumulated Comprehensive Loss | | | | | |
| Beginning of Year | $ | (14,495) | | | $ | (16,450) | | | $ | (15,628) | |
| Foreign Currency Translation Adjustments | (1,928) | | | (939) | | | 2,574 | |
| Retirement Liability Adjustment – Net of Taxes | 6,897 | | | 2,894 | | | (3,396) | |
| End of Year | $ | (9,526) | | | $ | (14,495) | | | $ | (16,450) | |
| Retained Earnings | | | | | |
| Beginning of Year | $ | 287,225 | | | $ | 312,803 | | | $ | 428,584 | |
| Net Loss | (35,747) | | | (25,578) | | | (115,781) | |
| Reissuance of Treasury Shares for 401K Contribution | (11,118) | | | — | | | — | |
| End of Year | $ | 240,360 | | | $ | 287,225 | | | $ | 312,803 | |
| Treasury Stock | | | | | |
| Beginning of Year | $ | (108,516) | | | $ | (108,516) | | | $ | (100,784) | |
| Purchase of Shares | — | | | — | | | (7,732) | |
| Shares Issued to Fund 401K Obligation | 18,618 | | | — | | | — | |
| End of Year | $ | (89,898) | | | $ | (108,516) | | | $ | (108,516) | |
| Total Shareholders’ Equity | $ | 239,920 | | | $ | 256,604 | | | $ | 270,371 | |
See notes to consolidated financial statements.
ASTRONICS CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY, CONTINUED
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | | | |
| (Share data, in thousands) | 2019 | | 2018 | | 2017 |
| Common Stock | | | | | |
| Beginning of Year | 25,978 | | | 22,861 | | | 21,955 | |
| Issuance of Restricted Stock | 18 | | | — | | | — | |
| Net Issuance from Exercise of Stock Options | 63 | | | 166 | | | 26 | |
| Class B Stock Converted to Common Stock | 815 | | | 2,951 | | | 880 | |
| End of Year | 26,874 | | | 25,978 | | | 22,861 | |
| Convertible Class B Stock | | | | | |
| Beginning of Year | 8,290 | | | 11,083 | | | 11,896 | |
| Net Issuance from Exercise of Stock Options | 175 | | | 158 | | | 67 | |
| Class B Stock Converted to Common Stock | (815) | | | (2,951) | | | (880) | |
| End of Year | 7,650 | | | 8,290 | | | 11,083 | |
| Treasury Stock | | | | | |
| Beginning of Year | 1,675 | | | 1,675 | | | 523 | |
| Purchase of Shares | 1,851 | | | — | | | 1,152 | |
| End of Year | 3,526 | | | 1,675 | | | 1,675 | |
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (Share data, in thousands) | 2022 | | 2021 | | 2020 |
| Common Stock | | | | | |
| Beginning of Year | 28,911 | | | 27,825 | | | 26,874 | |
| Net Issuance of Common Stock for RSU’s | 106 | | | 70 | | | 45 | |
| Net Issuance from Exercise of Stock Options, including ESPP | 20 | | | 485 | | | 48 | |
| Class B Stock Converted to Common Stock | 85 | | | 531 | | | 858 | |
| End of Year | 29,122 | | | 28,911 | | | 27,825 | |
| Convertible Class B Stock | | | | | |
| Beginning of Year | 6,375 | | | 6,877 | | | 7,650 | |
| Net Issuance of Restricted Stock | — | | | 4 | | | — | |
| Net Issuance from Exercise of Stock Options | 24 | | | 25 | | | 85 | |
| Class B Stock Converted to Common Stock | (85) | | | (531) | | | (858) | |
| End of Year | 6,314 | | | 6,375 | | | 6,877 | |
| Treasury Stock | | | | | |
| Beginning of Year | 3,808 | | | 3,808 | | | 3,526 | |
| Purchase of Shares | — | | | — | | | 282 | |
| Shares Issued to Fund 401K Obligation | (653) | | | — | | | — | |
| End of Year | 3,155 | | | 3,808 | | | 3,808 | |
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND PRACTICES
Description of the Business
Astronics Corporation (“Astronics” or the “Company”) is a leading provider of advanced technologies to the global aerospace, defense and electronics industries. Our products and services include advanced, high-performance electrical power generation, distribution and seat motion systems, lighting and safety systems, avionics products, systems and certification, aircraft structures and automated test systems.
We have principal operations in the United States (“U.S.”), Canada, France and the United Kingdom (“UK”),England, as well as engineering offices in the Ukraine and India. We design and build our products through our wholly owned subsidiaries Astronics Advanced Electronic Systems Corp. (“AES”); Astronics AeroSat Corporation (“AeroSat”); Armstrong Aerospace, Inc. (“Armstrong”); Astronics Test Systems, Inc. (“ATS”); Ballard Technology, Inc. (“Ballard”); Astronics Custom Control Concepts Inc. (“CCC”); Astronics Connectivity Systems and Certification Corp. and subsidiaries (“CSC”); Diagnosys Inc. and its affiliates (“Diagnosys”); Astronics DME LLC (“DME”); Freedom Communication Technologies, Inc. (“Freedom”); Luminescent Systems, Inc. (“LSI”); Luminescent Systems Canada, Inc. (“LSI Canada”); Max-Viz, Inc. (“Max-Viz”); Peco, Inc. (“Peco”); and PGA Electronic s.a. (“PGA”).
The Company has 2two reportable segments, Aerospace and Test Systems. The Aerospace segment designs and manufactures products for the global aerospace and defense industry. Our Test Systems segment designs, develops, manufactures and maintains automated test systems that support the aerospace and defense, communications and mass transit test systemsindustries as well as training and simulation devices for both commercial and military applications.
See Notes 21 and 22 for details of our acquisition and divestiture activities in 2022, 2021 and 2020.
Impact of the COVID-19 Pandemic
On February 13, 2019,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. 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 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.
In September 2021 the Company completedwas awarded a divestituregrant of its semiconductor test business withinup to $14.7 million from the Test Systems segment. The business was not core toU.S. Department of Transportation under the future of the Test Systems segment. The total proceeds received for the sale amounted to $103.8 million, plus certain contingent earn-outs as described in Note 22.Aviation Manufacturing Jobs Protection Program (“AMJP”). The Company recorded a pre-tax gain onreceived $7.4 million under the sale of approximately $80.1grant in 2021, $5.2 million in the first quarter of 2019.2022 and $2.1 million in the third quarter of 2022. The Company recorded income tax expense relatinggrant benefit was recognized ratably over the six-month performance period as a reduction to cost of products sold in proportion to the gain of $19.7 million.
On July 1, 2019,compensation expense that the award is intended to defray. During the years ended December 31, 2022 and 2021, the Company acquired allrecognized $6.0 million and $8.7 million of the issued and outstanding capital stock of Freedom Communication Technologies, Inc. Freedom, located in Kilgore, Texas, is a leader in wireless communication testing, primarily for the civil land mobile radio market. Freedom is included in our Test Systems segment. The total consideration for the transaction was $21.8 million, net of $0.6 million in cash acquired.award, respectively.
On July 12, 2019,Additionally, the Company sold intellectual propertyqualified for government subsidies from the Canadian and certain assets associated with its Airfield Lighting product line for $1.0 million in cash. The Airfield Lighting product line, partFrench governments as a result of the Aerospace segment, was not coreCOVID-19 pandemic’s impact on our foreign operations. The Canadian and French subsidies are income-based grants intended to the business and represented less than 1% of revenue. The Company recorded a pre-tax loss on the sale of approximately $1.3 million.
On October 4, 2019,reimburse the Company acquiredfor certain employee wages. The grants are recognized as income over the stockperiods in which the Company recognizes as expenses the costs the grants are intended to defray. The amount recognized during 2022 was immaterial.
The following table presents the COVID-19 related government assistance, including AMJP, recorded during the years ended December 31, 2022, 2021 and 2020:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (In thousands) | 2022 | | 2021 | | 2020 |
| Reduction in Cost of Products Sold | $ | 6,062 | | | $ | 10,682 | | | $ | 2,383 | |
| Reduction in Selling, General and Administrative Expenses | 11 | | | 228 | | | 278 | |
| Total | $ | 6,073 | | | $ | 10,910 | | | $ | 2,661 | |
Restructuring Activities
The COVID-19 pandemic has significantly impacted the global economy, and particularly the aerospace industry, resulting in reduced expectations of the primaryCompany’s anticipated future operating subsidiaries as well asresults. 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 other assets from mass transit and defense market test solution provider, Diagnosys Test Systems Limited, for $7.0 million in cash, plus contingent purchase consideration (“earn-out”) estimated at a fair value of $2.5 million. Diagnosys is included in our Test Systems segment. Diagnosys is a developer and manufacturer of comprehensive automated test equipment providing test, support, and repair of high value electronics, electro-mechanical, pneumatic and printed circuit boards focused on the global mass transit and defense markets. The terms of the acquisition allow for a potential earn-out of up to an additional $13.0 million over the next three years based on achievement of new order levels of over $72.0 million during that period. The acquired business has operations in Westford, Massachusetts as well as Ferndown, England, and an engineering center of excellence in Bangalore, India.facilities.
For more information regarding these acquisitions and divestituresrestructuring plans see Note 21 and Note 22.
In the fourth quarter of 2019, in an effort to reduce the significant operating losses at our AeroSat business, we initiated a restructuring plan to reduce costs and minimize losses of our AeroSat antenna business. The plan narrows the initiatives for the AeroSat business to focus primarily on near-term opportunities pertaining to business jet connectivity. The plan has a downsized manufacturing operation remaining in New Hampshire, with significantly reduced personnel and operating expenses.
For more information regarding the restructuring plan see Note 23.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.
Acquisitions are accounted for under the acquisition method and, accordingly, the operating results for the acquired companies are included in the consolidated statementsConsolidated Statements of operationsOperations from the respective dates of acquisition.
For additional information on the acquired businesses, see Note 21.
Cost of Products Sold, EngineeringResearch and Development and Selling, General and Administrative Expenses
Cost of products sold includes the costs to manufacture products such as direct materials and labor and manufacturing overhead as well as all engineering and developmental costs. The Company is engaged in a variety of engineering and design activities as well as basic research and development activities directed to the substantial improvement or new application of the Company’s existing technologies. Research and development costs are expensed as incurred and include salaries, benefits, consulting, material costs and depreciation. Research and development expenses amounted to $48.3 million in 2022, $43.3 million in 2021 and $40.2 million in 2020. These costs are expensed when incurred and included in costCost of products sold. Research and development, design and related engineering expenses amounted to $108.9 million in 2019, $114.3 million in 2018 and $95.0 million in 2017. Selling, general and administrative (“SG&A”)&A expenses include costs primarily related to our sales, marketing and administrative departments. Interest expense is shown net of interest income. Interest income was insignificant for the years ended December 31, 2019, 20182022, 2021 and 2017.2020.
Shipping and Handling
Shipping and handling costs are included in costsCosts of products sold.
Equity-Based Compensation
The Company accounts for its stock options following Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation (“ASC Topic 718”). ThisASC Topic 718 requires all equity-based payments to employees, including grants of employee stock options and restricted stock units (“RSU's”), to be recognized in the statement of earnings based on the grant date fair value of the award. For awards with graded vesting, the Company uses a straight-line method of attributing the value of stock-based compensation expense, subject to minimum levels of expense, based on vesting. The Company accounts for forfeitures as they occur.
Under ASC Topic 718, stock compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Vesting requirements vary for directors, officers and key employees. In general, options and RSU's granted to outside directors vest six months from the date of grant and options granted to officers and key employees vest with graded vesting over a five-year period, 20% each year, from the date of grant. In general, RSU's granted to officers and key employees cliff vest in three years. Equity-based compensation expense is included in selling, general and administrativeSG&A expenses.
Cash and Cash Equivalents
All highly liquid instruments with a maturity of three months or less at the time of purchase are considered cash equivalents.
Accounts Receivable and Allowance for Doubtful AccountsEstimated Credit Losses
Accounts receivable are composed of trade and contract receivables recorded at either the invoiced amount or costs in excess of billings, are expected to be collected within one year, and do not bear interest. The Company records a valuation allowance to account for potentially uncollectible accounts receivable.estimated credit losses. The allowanceestimate for credit losses is determined based on our knowledgethe Company’s assessment of the business, specific customers, reviewcollectability of customer accounts. The Company regularly reviews the allowance by considering factors such as the age of the receivables’ agingreceivable balances, historical experience, credit quality, current economic conditions, and reasonable and supportable forecasts of future economic conditions that may affect a specific identificationcustomer’s ability to pay. Balances are written off when determined to be uncollectible.
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 accounts where collection is at risk. Account balancesthe carrying amount of trade receivables and contract assets as airlines and other aerospace companies’ cash flows are charged againstimpacted by the allowance after all means of collections have been exhausted and recovery is considered remote. The Company typically does not require collateral.COVID-19 pandemic.
Inventories
We record our inventories at the lower of cost or net realizable value. We determine the cost basis of our inventory on a first-in, first-out or weighted average basis using a standard cost methodology that approximates actual cost. The Company records valuation reserves to provide for excess, slow moving or obsolete inventory. In determining the appropriate reserve, the Company considers the age of inventory on hand, the overall inventory levels in relation to forecasted demands as well as reserving for specifically identified inventory that the Company believes is no longer salable.salable or whose value has diminished.
Cloud Computing Arrangements
The Company incurs costs to implement cloud computing arrangements that are hosted by third party vendors. Implementation costs associated with cloud computing arrangements are capitalized when incurred during the application development phase. Amortization is calculated on a straight-line basis over the contractual term of the cloud computing arrangement. Capitalized amounts related to such arrangements are recorded within other current assets and other non-current assets in the consolidated balance sheets and were insignificant as of December 31, 2022 and December 31, 2021.Property, Plant and Equipment
Property, plant and equipment are recorded at cost less accumulated depreciation. Depreciation of property, plant and equipment (“PP&E”) is computed using the straight-line method for financial reporting purposes and using accelerated methods for income tax purposes. Estimated useful lives of the assets are as follows: buildings, 25-40 years; and machinery and equipment, 4-10 years. Leased buildings and associated leasehold improvements are amortized over the shorter of the terms of the lease or the estimated useful lives of the assets, with the amortization of such assets included within depreciation expense.
Buildings acquired under capital leases amounted to $3.4 million ($8.2 million, net of $4.8 million of accumulated amortization) at December 31, 2018. The weighted-average interest rate on the building capital lease obligation at December 31, 2018 was 5.3%. See Note 10 for additional lease disclosures as required upon adoption of ASC 842.
The cost of properties sold or otherwise disposed of and the accumulated depreciation thereon are eliminated from the accounts and the resulting gain or loss, as well as maintenance and repair expenses, is reflected within operating income. Replacements and improvements are capitalized.
Depreciation expense was approximately $13.7$12.0 million, $15.0$12.7 million and $14.1$13.3 million in 2019, 20182022, 2021 and 2017,2020, respectively.
Deferred Financing Costs
The Company incurs debt issuance costs in connection with amending or entering into new credit facilities. These costs are amortized as an adjustment to interest expense over term of the credit facility on a straight-line basis, which approximates the effective interest method. The unamortized balance of deferred financing costs was $3.2 million at December 31, 2022 and $0.4 million at December 31, 2021, recorded within Other Assets on the Consolidated Balance Sheets.
On January 19, 2023, the Company completed a financing transaction, which refinanced its previous revolving credit facility which was scheduled to mature in November 2023. The new financing consists of a $90 million asset-based term loan (the “Term Loan Facility”) and a $115 million asset-based revolving credit facility (the “ABL Revolving Credit Facility”). In 2022, the Company incurred $3.6 million in debt issuance costs associated with amending its existing credit facility and entering into a new credit facility. These costs are classified within Other Assets on the Consolidated Balance Sheets. The Company incurred an additional $6.1 million in debt issuance costs upon execution of the Restated Agreement and the Term Loan Facility on January 19, 2023. Deferred debt issuance costs associated with revolving credit facilities will be recorded within other assets and those associated with term loan facilities will be recorded as a reduction of the carrying value of the debt on the Consolidated Balance Sheets.
Long-Lived Assets
Long-lived assets to be held and used are initially recorded at cost. The carrying value of these assets is evaluated for recoverability whenever adverse effects or changes in circumstances indicate that the carrying amount may not be recoverable. Impairments are recognized if future undiscounted cash flows from operations are not expected to be sufficient to recover long-lived assets. The carrying amounts are then reduced to fair value, which is typically determined by using a discounted cash flow model.
See Note 23 for further information regarding the long-lived asset impairment charge in 2019 related to AeroSat. The charge was comprised of PP&E, intangible assets and right-of-use assets.
Assets Held for Sale
Assets held for sale are to be reported at lower of its carrying amount or fair value less cost to sell. Judgment is required in estimating the sales price of assets held for sale and the time required to sell the assets. These estimates are based upon available market data and operating cash flows of the assets held for sale. During the fourth quarter of 2021, we sold a facility resulting in a gain of $5.0 million. Refer to Note 21.
As of December 31, 2019, the Company has agreed to sell certain facilities within the Aerospace segment. Accordingly, the property, plant and equipment assets associated with these facilities have been classified as held for sale in the consolidated Balance Sheet at December 31, 2019.
As of December 31, 2018, the Company’s Board of Directors had approved a plan to sell the semiconductor test business within the Test Systems segment. Accordingly, the assets and liabilities associated with these operations have been classified as held for sale in the accompanying consolidated Balance Sheet at December 31, 2018. The carrying value of the disposal group was lower than its fair value, less costs to sell, and accordingly, no impairment loss was required at December 31, 2018.
Goodwill
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. The Company’s 9 reporting units with goodwill were subject to the goodwill impairment test as of the first day of our fourth quarter.
We may elect to perform a qualitative assessment that considers economic, industry and company-specific factors for all or selected reporting units. If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we proceed to a quantitative test. We may also elect to perform a quantitative test instead of a qualitative test for any or all of our reporting units.
Quantitative testing requires a comparison of the fair value of each reporting unit to its carrying value. We use the discounted cash flow method to estimate the fair value of our reporting units. The discounted cash flow method incorporates various assumptions, the most significant being projected sales growth rates, operating margins and cash flows, the terminal growth rate and the weighted average cost of capital. If the carrying value of the reporting unit exceeds its fair value, goodwill is considered impaired and any loss must be measured. Accordingly, goodwill impairment is measured as the amount by which a reporting unit's carrying value exceeds its fair value, notshortfall up to exceed the carrying value of goodwill.
See Note 7 for further information regarding the goodwill impairment charge in 2019 associated torepresents the AeroSat reporting unit. amount of goodwill impairment.
The 2018 assessment2022 and 2021 assessments indicated no impairment to the carrying value of goodwill in any of the Company’s reporting units and 0no impairment charges were recognized. See Note 7 for further information regarding the goodwill impairment charge was recognized. An impairment charge associated with the Armstrong reporting unit was recorded as result of the 2017 assessment.in 2020.
Intangible Assets
AcquiredThe estimated fair values of acquired intangibles are generally valueddetermined based upon future economic benefits such as earnings and cash flows. Acquired identifiable intangible assets are recorded at fair value and are amortized over their estimated useful lives. Acquired intangible assets with an indefinite life are not amortized, but are reviewed for impairment at least annually or more frequently whenever events or changes in circumstances indicate that the carrying amounts of those assets are below their estimated fair values.
Impairment is tested under ASC Topic 350, Intangibles - Goodwill and Other, as amended by Accounting Standards Update (“ASU”) 2012-2. As the undiscounted cash flows of the AeroSat reporting unit were insufficient to recover the carrying value of the long-lived assets, the Company proceeded to determine the fair value of the intangible assets in AeroSat. The Company concluded that the fair value of the intangible assets was de minimis as a result of their nominal projected future cash flows and the Company recorded a full impairment charge of approximately $6.2 million in the December 31, 2019 consolidated statement of operations associated to intangible assets of the AeroSat reporting unit in conjunction with restructuring activities. The qualitative factors applied under this new provision indicated 0 impairment to the Company’s indefinite lived intangible assets in 2018 or 2017.
Financial Instruments
The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, notes payable and long-term debt. The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company does not hold or issue financial instruments for trading purposes. Due to their short-term nature, the carrying values of cash and equivalents, accounts receivable accounts payable, and notesaccounts 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.
From time to time, the Company makes long-term, strategic equity investments in companies to promote business and strategic objectives. These investments as classified within Other Assets in the Consolidated Balance Sheets. For investments requiring equity method accounting, we recognize our share of the investee’s earnings or losses within Other Expense, Net of Other Income in the Consolidated StatementStatements of Operations. Such amounts were immaterial in the year ended December 31, 20192022, 2021 and not applicable in 2018 or 2017.2020. For investments not requiring equity method accounting, if the investment has no readily determinable fair value, we have elected the practicability exception of ASU 2016-01, under which the investment is measured at cost, less impairment, plus or minus observable price changes from orderly transactions of an identical or similar investment of the same issuer.
TheIn 2020, the Company determined there were indicators of impairment over one of its investments in 2019 as a result of the investee’s deteriorating operating performance and limited access to capital. There were no observable price changes for this investment during 2019. We determined that the fair value of this investment was de minimis at December 31, 2019 and we recorded ana full impairment charge of $5.0$3.5 million was recorded within Other Expense, Net of Other Income in the accompanying Consolidated Statement Operations.Operations for the year ended December 31, 2020.
Deferred Tax Asset Valuation Allowance
As a result of the on-going COVID-19 pandemic, the Company generated a significant tax loss for the year ended December 31, 2020, which was carried back under the CARES Act to recover previously paid income taxes. 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 weights 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 years 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, 2022, 2021, and 2020 the Company determined that a portion of its deferred tax assets are not expected to be realizable in the future. As a result, the Company recorded a provision for valuation allowances against its U.S. federal deferred tax assets of approximately $11.9 million, $6.0 million, and $23.3 million during the years ended December 31, 2022, 2021 and 2020 respectively. In addition, during the year ended December 31, 2022 and 2021, the Company recorded a valuation allowance against certain foreign deferred tax assets of approximately $0.4 million and $1.3 million, respectively.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities and the reported amounts of sales and expenses during the reporting periods in the financial statements and accompanying notes. Actual results could differ from those estimates.
Foreign Currency Translation
The Company accounts for its foreign currency translation in accordance with ASC Topic 830, Foreign Currency Translation. The aggregate transaction lossgains and losses included in operations waswere insignificant in 20192022, 2021, and the gain included in operations was insignificant in 2018 and 2017.2020.
Dividends
The Company has 0tnot paid any cash dividends in the three-year period ended December 31, 2019.
Loss Contingencies
Loss contingencies may from time to time arise from situations such as claims and other legal actions. Loss contingencies are recorded as liabilities when it is probable that a liability has been incurred and the amount of the loss is reasonably estimable. In all other instances, legal fees are expensed as incurred. Disclosure is required when there is a reasonable possibility that the ultimate loss will exceed the recorded provision. Contingent liabilities are often resolved over long time periods. In recording liabilities for probable losses, management is required to make estimates and judgments regarding the amount or range of the probable loss. Management continually assesses the adequacy of estimated loss contingencies and, if necessary, adjusts the amounts recorded as better information becomes known.
Acquisitions
The Company accounts for its acquisitions under ASC Topic 805, Business Combinations and Reorganizations (“ASC Topic 805”). ASC Topic 805 provides guidance on how the acquirer recognizes and measures the consideration transferred, identifiable assets acquired, liabilities assumed, non-controlling interests, and goodwill acquired in a business combination. ASC Topic 805 also expands required disclosures surrounding the nature and financial effects of business combinations. See Note 21 regarding the acquisitions in 2019.
Newly Adopted and Recent Accounting Pronouncements
Recent Accounting Pronouncements Adopted
| | | | | | | | |
Standard | Description | Financial Statement Effect or Other Significant Matters |
ASU No. 2016-02
Leases (Topic 842)
| The standard requires lessees to recognize most leases as assets and liabilities on the balance sheet, but record expenses on the statement of operations in a manner similar to current accounting. For lessors, the guidance modifies the classification criteria and accounting for sales-type and direct financing leases. The standard also requires additional disclosures about leasing arrangements and requires a modified retrospective transition approach for existing leases, whereby the standard will be applied to the earliest year presented. The provisions of the standard are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. | The Company adopted this guidance as of January 1, 2019 using the cumulative-effect method. The standard requires lessees to recognize a lease liability and a right-of-use (“ROU”) asset on the balance sheet for operating leases. Accounting for finance leases is substantially unchanged. Prior year financial statements were not recast under the new method. We elected the package of transition provisions available for expired or existing contracts, which allowed us to carryforward our historical assessments of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. As of January 1, 2019, operating lease ROU assets of approximately $18.4 million and lease liabilities of approximately $18.5 million were recognized on our balance sheet for our leased office and manufacturing facilities and equipment leases. There was a reclassification to ROU assets of $3.5 million from net PP&E for assets under existing finance leases at the transition date and a reclassification of existing lease liabilities of $6.5 million on our balance sheet for a leased facilities and equipment. The standard did not materially impact the Company's consolidated statements of operations or retained earnings. Refer to Note 19 for additional information.
Date of adoption: Q1 2019
|
Recent Accounting Pronouncements Not Yet Adopted
| | | | | | | | |
Standard | Description | Financial Statement Effect or Other Significant Matters |
ASU No. 2016-13
Financial Instruments - Credit Losses (Topic 326)
| The standard replaces the incurred loss model with the current expected credit loss (CECL) model to estimate credit losses for financial assets measured at amortized cost and certain off-balance sheet credit exposures. The CECL model requires a Company to estimate credit losses expected over the life of the financial assets based on historical experience, current conditions and reasonable and supportable forecasts. The provisions of the standard are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The amendment requires a modified retrospective approach by recording a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. | This ASU does not have a significant impact on our consolidated financial statements.
Planned date of adoption: Q1 2020
|
ASU No. 2018-13
Fair Value Measurement (Topic 820)
| The standard removes the disclosure requirements for the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. The provisions of this ASU are effective for years beginning after December 15, 2019, with early adoption permitted. | This ASU does not have a significant impact on our consolidated financial statements, as it only includes changes to disclosure requirements.
Planned date of adoption: Q1 2020
|
ASU No. 2018-14
Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20)
| The standard includes updates to the disclosure requirements for defined benefit plans including several additions, deletions and modifications to the disclosure requirements. The provisions of this ASU are effective for years beginning after December 15, 2020, with early adoption permitted. | This ASU does not have a significant impact on our consolidated financial statements, as it only includes changes to disclosure requirements.
Planned date of adoption: Q1 2021
|
We consider the applicability and impact of all ASUs. ASUs not listed above were assessed and determined to be either not applicable, or had orand are expected to have minimal impact on our financial statements andand related disclosures.
NOTE 2 — REVENUE
Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, was adopted on January 1, 2018 using the modified retrospective method, which required the recognition of the cumulative effect of the transition as an adjustment to retained earnings, net of tax effects, of $3.3 million.
Revenue is recognized when, or as, the Company transfers control of promised products or services to a customer in an amount that reflects the consideration the Company expects to be entitled in exchange for transferring those products or services. Sales shown on the Company's Consolidated Statements of Operations are from contracts with customers.
Payment terms and conditions vary by contract, although terms generally include a requirement of payment within a range from 30 to 90 days after the performance obligation has been satisfied; or in certain cases, up-front deposits. In circumstances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that the Company's contracts generally do not include a significant financing component. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from sales.
The Company recognizes an asset for the incremental, material costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year and the costs are expected to be recovered. These incremental costs
include, but are not limited to, sales commissions incurred to obtain a contract with a customer. As of December 31, 2019,2022 and 2021, the Company doesdid not have material incremental costs on any open contracts with an original expected duration of greater than one year.
The Company recognizes an asset for certain, material costs to fulfill a contract if it is determined that the costs relate directly to a contract or an anticipated contract that can be specifically identified, generate or enhance resources that will be used in satisfying performance obligations in the future, and are expected to be recovered. Such costs are amortized on a systematic basis that is consistent with the transfer to the customer of the goods to which the asset relates. Start-up costs are expensed as incurred. Capitalized fulfillment costs are included in Inventories in the accompanying Consolidated Condensed Balance
Sheets. Should future orders not materialize or it is determined the costs are no longer probable of recovery, the capitalized costs are written off. As of December 31, 2019,2022, the Company doeshas capitalized $2.5 million of costs. As of December 31, 2021, the Company did not have material capitalized fulfillment costs. Capitalized fulfillment costs were $9.6 million as of December 31, 2018. These costs were associated with a contract that is included in the divestiture of the semiconductor business and as such, the balance is included in Assets Held for Sale in the accompanying consolidated balance sheet at December 31, 2018. Amortization of fulfillment costs recognized within Cost of Products Sold was approximately $1.0 million for the year ended December 31, 2018.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts which are, therefore, not distinct. Thus, the contract's transaction price is the revenue recognized when or as that performance obligation is satisfied. Promised goods or services that are immaterial in the context of the contract are not separately assessed as performance obligations.
Some of our contracts have multiple performance obligations, most commonly due to the contract covering multiple phases of the product lifecycle (development, production, maintenance and support). For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus margin approach, under which expected costs are forecast to satisfy a performance obligation and then an appropriate margin is added for that distinct good or service. Shipping and handling activities that occur after the customer has obtained control of the good are considered fulfillment activities, not performance obligations.
Some of our contracts offer price discounts or free units after a specified volume has been purchased. The Company evaluates these options to determine whether they provide a material right to the customer, representing a separate performance obligation. If the option provides a material right to the customer, revenue is allocated to these rights and recognized when those future goods or services are transferred, or when the option expires.
Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods or services that are distinct, and, therefore, are accounted for as new contracts. The effect of modifications has been reflected when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price.
The majority of the Company’s revenue from contracts with customers is recognized at a point in time, when the customer obtains control of the promised product, which is generally upon delivery and acceptance by the customer. These contracts may provide credits or incentives, which may be accounted for as variable consideration. Variable consideration is estimated at the most likely amount to predict the consideration to which the Company will be entitled, and only to the extent it is probable that a subsequent change in estimate will not result in a significant revenue reversal when estimating the amount of revenue to recognize. Variable consideration is treated as a change to the sales transaction price and based on an assessment of all information (i.e., historical, current and forecasted) that is reasonably available to the Company, and estimated at contract inception and updated at the end of each reporting period as additional information becomes available. Most of our contracts do not contain rights to return product; where this right does exist, it is evaluated as possible variable consideration.
For contracts that are subject to the requirement to accrue anticipated losses, the companyCompany recognizes the entire anticipated loss in the period that the loss becomes probable.
For contracts with customers in which the Company promises to provide a product to the customer that has no alternative use to the Company and the Company has enforceable rights to payment for progress completed to date inclusive of profit, the Company satisfies the performance obligation and recognizes revenue over time, using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, material and overhead.
The Company also recognizes revenue from service contracts (including service-type warranties) over time. The Company recognizes revenue over time during the term of the agreement as the customer is simultaneously receiving and consuming the benefits provided throughout the Company’s performance. The Company typically recognizes revenue on a straight-line basis throughout the contract period.
On December 31, 2019,2022, we had $359.6$571.4 million of remaining performance obligations, which we refer to as total backlog. We expect to recognize approximately $300.9$451.4 million of our remaining performance obligations as revenue in 2020.2023.
Costs in excess of billings includes unbilled amounts resulting from revenues under contracts with customers that are satisfied over time and when the cost-to-cost measurement method of revenue recognition is utilized and revenue recognized exceeds the
amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Costs in excess of billings are classified as current assets, within Accounts Receivable, Net of Allowance for Doubtful AccountsEstimated Credit Losses on our Consolidated Balance Sheet.Sheets.
Billings in excess of cost includes billings in excess of revenue recognized as well as other elements of deferred revenue, which includes advanced payments, up-front payments, and progress billing payments. Billings in excess of cost are reported in our Consolidated Balance SheetSheets classified as current liabilities, within Customer Advance Payments and Deferred Revenue, and non-current liabilities, within Other Liabilities. To determine the revenue recognized in the period from the beginning balance of billings in excess of cost, the contract liability as of the beginning of the period is recognized as revenue on a contract-by-contract basis when the Company satisfies the performance obligation related to the individual contract. Once the beginning contract liability balance for an individual contract has been fully recognized as revenue, any additional payments received in the period are recognized as revenue once the related costs have been incurred.
We recognized $19.6$14.8 million and $8.1$18.2 million during the year ended December 31, 20192022 and 2018,2021, 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 of costs and profits in excess of billings and billings in excess of cost and profits, respectively. Non-current contract liabilities are reported in our Consolidated Balance Sheet within Other Liabilities. The following table presents the beginning and ending balances of contract assets and contract liabilities:
| | | | | | | | | | | |
| (In thousands) | Contract Assets | | Contract Liabilities |
| Beginning Balance, January 1, 2019 | $ | 33,030 | | | $ | 27,347 | |
| Ending Balance, December 31, 2019 | $ | 19,567 | | | $ | 38,758 | |
| | | | | | | | | | | |
| (In thousands) | Contract Assets | | Contract Liabilities |
| Beginning Balance, January 1, 2022 | $ | 25,941 | | | $ | 28,495 | |
| Ending Balance, December 31, 2022 | $ | 27,349 | | | $ | 33,209 | |
The decreaseincrease in contract assets reflects the net impact of new revenue recognized in excess of additionalbillings exceeding billing of previously unbilled revenues recordedrevenue during the period. The increase in contract liabilities reflects the net impact of additional customer advances or deferred revenues recorded in excess of revenue recognized during the period and acquired contract liabilities.recognized.
The following table presents our revenue disaggregated by Market Segments as of December 31 as follows:
| | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | 2019 | | 2018 | | 2017 |
| Aerospace Segment | | | | | | |
| Commercial Transport | | $ | 523,921 | | | $ | 536,269 | | | $ | 414,523 | |
| Military | | 76,542 | | 68,138 | | 61,270 |
| Business Jet | | 67,541 | | 43,090 | | 41,298 |
| Other | | 24,605 | | 28,128 | | 17,512 |
| Aerospace Total | | 692,609 | | 675,625 | | 534,603 |
| | | | | | |
| Test Systems Segment | | | | | | |
| Semiconductor | | 9,692 | | 84,254 | | 31,999 |
| Aerospace & Defense | | 70,401 | | 43,377 | | 57,862 |
| Test Systems Total | | 80,093 | | 127,631 | | 89,861 |
| | | | | | |
| Total | | $ | 772,702 | | | $ | 803,256 | | | $ | 624,464 | |
| | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | 2022 | | 2021 | | 2020 |
| Aerospace Segment | | | | | | |
| Commercial Transport | | $ | 314,564 | | | $ | 201,990 | | | $ | 262,636 | |
| Military | | 54,534 | | | 70,312 | | | 67,944 | |
| General Aviation | | 63,395 | | | 56,673 | | | 60,437 | |
| Other | | 28,703 | | | 36,263 | | | 26,971 | |
| Aerospace Total | | 461,196 | | | 365,238 | | | 417,988 | |
| | | | | | |
| Test Systems Segment | | | | | | |
| Semiconductor | | — | | | — | | | 3,483 | |
| Aerospace & Defense | | 73,698 | | | 79,670 | | | 81,116 | |
| Test Systems Total | | 73,698 | | | 79,670 | | | 84,599 | |
| | | | | | |
| Total | | $ | 534,894 | | | $ | 444,908 | | | $ | 502,587 | |
The following table presents our revenue disaggregated by Product Lines as of December 31 as follows:
| | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | 2019 | | 2018 | | 2017 |
| Aerospace Segment | | | | | | |
| Electrical Power & Motion | | $ | 338,237 | | | $ | 303,180 | | | $ | 264,286 | |
| Lighting & Safety | | 185,462 | | 174,383 | | 158,663 |
| Avionics | | 106,787 | | 131,849 | | 53,960 |
| Systems Certification | | 14,401 | | 13,951 | | 14,333 |
| Structures | | 23,117 | | 24,134 | | 25,849 |
| Other | | 24,605 | | 28,128 | | 17,512 |
| Aerospace Total | | 692,609 | | 675,625 | | 534,603 |
| | | | | | |
| Test Systems | | 80,093 | | | 127,631 | | 89,861 |
| | | | | | |
| Total | | $ | 772,702 | | | $ | 803,256 | | | $ | 624,464 | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | 2022 | | 2021 | | 2020 |
| Aerospace Segment | | | | | | |
| Electrical Power & Motion | | $ | 187,446 | | | $ | 141,746 | | | $ | 179,245 | |
| Lighting & Safety | | 124,347 | | | 103,749 | | | 118,928 | |
| Avionics | | 97,234 | | | 64,901 | | | 76,113 | |
| Systems Certification | | 17,222 | | | 13,050 | | | 6,899 | |
| Structures | | 6,244 | | | 5,529 | | | 9,832 | |
| Other | | 28,703 | | | 36,263 | | | 26,971 | |
| Aerospace Total | | 461,196 | | | 365,238 | | | 417,988 | |
| | | | | | |
| Test Systems | | 73,698 | | | 79,670 | | | 84,599 | |
| | | | | | |
| Total | | $ | 534,894 | | | $ | 444,908 | | | $ | 502,587 | |
| | | | | | |
NOTE 3 — ACCOUNTS RECEIVABLE
Accounts receivable at December 31 consists of: | | | | | | | | | | | |
| (In thousands) | 2022 | | 2021 |
| Trade Accounts Receivable | $ | 123,071 | | | $ | 84,681 | |
| Unbilled Recoverable Costs and Accrued Profits | 27,349 | | | 25,941 | |
| Total Receivables, Gross | 150,420 | | | 110,622 | |
| Less Allowance for Estimated Credit Losses | (2,630) | | | (3,183) | |
| Total Receivables, Net | $ | 147,790 | | | $ | 107,439 | |
| | | | | | | | | | | |
| (In thousands) | 2019 | | 2018 |
| Trade Accounts Receivable | $ | 131,990 | | | $ | 150,764 | |
| Unbilled Recoverable Costs and Accrued Profits | 19,567 | | | 33,030 | |
| Total Receivables, Gross | 151,557 | | | 183,794 | |
| Less Allowance for Doubtful Accounts | (3,559) | | | (1,486) | |
| Total Receivables, Net | $ | 147,998 | | | $ | 182,308 | |
| | | | | |
| (In thousands) | |
| Balance at December 31, 2020 | $ | 3,218 | |
| Bad Debt Expense, Net of Recoveries | 90 | |
| Write-off Charges Against the Allowance and Other Adjustments | (125) | |
| Balance at December 31, 2021 | 3,183 | |
| Bad Debt Expense, Net of Recoveries | 565 | |
| Write-off Charges Against the Allowance and Other Adjustments | (1,118) | |
| Balance at December 31, 2022 | $ | 2,630 | |
NOTE 4 — INVENTORIES
Inventories at December 31 are as follows:
| | | | | | | | | | | |
| (In thousands) | 2019 | | 2018 |
| Finished Goods | $ | 33,434 | | | $ | 33,100 | |
| Work in Progress | 25,594 | | | 27,409 | |
| Raw Material | 86,759 | | | 78,176 | |
| Total Inventories | $ | 145,787 | | | $ | 138,685 | |
Additionally, net Inventories of $14.4 million are classified in Assets Held for Sale at December 31, 2018. Refer to Note 22. | | | | | | | | | | | |
| (In thousands) | 2022 | | 2021 |
| Finished Goods | $ | 30,703 | | | $ | 28,579 | |
| Work in Progress | 29,895 | | | 22,954 | |
| Raw Material | 127,385 | | | 106,043 | |
| Total Inventories | $ | 187,983 | | | $ | 157,576 | |
At December 31, 2019,2022, the Company’s reserve for inventory valuation was $33.6$36.8 million, or 18.7%16.4% of gross inventory, inclusive of inventory and its associated reserves held for sale.inventory. At December 31, 2018,2021, the Company’s reserve for inventory valuation was $20.8$33.8 million, or 12.0%17.7% of gross inventory.
NOTE 5 — PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment at December 31 are as follows:
| | | | | | | | | | | |
| (In thousands) | 2019 | | 2018 |
| Land | $ | 9,802 | | | $ | 11,191 | |
| Building and Improvements | 74,723 | | | 83,812 | |
| Machinery and Equipment | 115,202 | | | 106,327 | |
| Construction in Progress | 5,453 | | | 6,404 | |
| Total Property, Plant and Equipment, Gross | $ | 205,180 | | | $ | 207,734 | |
| Less Accumulated Depreciation | 92,681 | | | 86,872 | |
| Total Property, Plant and Equipment, Net | $ | 112,499 | | | $ | 120,862 | |
Net Property, Plant and Equipment of $1.5 million and $3.5 million is classified in Assets Held for Sale at December 31, 2019 and 2018, respectively. Refer to Note 22.
Additionally, there was a $2.3 million impairment of property, plant and equipment in the year ended December 31, 2019, classified within Impairment Loss in the Consolidated Statement of Operations, as more fully disclosed in Note 23. | | | | | | | | | | | |
| (In thousands) | 2022 | | 2021 |
| Land | $ | 8,578 | | | $ | 8,632 | |
| Building and Improvements | 73,744 | | | 70,566 | |
| Machinery and Equipment | 123,071 | | | 121,960 | |
| Construction in Progress | 6,415 | | | 5,680 | |
| Total Property, Plant and Equipment, Gross | 211,808 | | | 206,838 | |
| Less Accumulated Depreciation | 121,150 | | | 111,602 | |
| Total Property, Plant and Equipment, Net | $ | 90,658 | | | $ | 95,236 | |
NOTE 6 — INTANGIBLE ASSETS
The following table summarizes acquired intangible assets at December 31 as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2019 | | | | 2018 | | |
| (In thousands) | Weighted Average Life | | Gross Carrying Amount | | Accumulated Amortization | | Gross Carrying Amount | | Accumulated Amortization |
| Patents | 11 years | | $ | 2,146 | | | $ | 1,804 | | | $ | 2,146 | | | $ | 1,716 | |
| Non-compete Agreement | 4 years | | 11,318 | | | 7,696 | | | 10,900 | | | 4,680 | |
| Trade Names | 10 years | | 11,438 | | | 6,550 | | | 11,454 | | | 5,182 | |
| Completed and Unpatented Technology | 9 years | | 48,201 | | | 21,196 | | | 36,406 | | | 14,964 | |
| | | | | | | | | |
| Customer Relationships | 15 years | | 142,212 | | | 50,776 | | | 136,894 | | | 37,875 | |
| Total Intangible Assets | 12 years | | $ | 215,315 | | | $ | 88,022 | | | $ | 197,800 | | | $ | 64,417 | |
Additionally, net Intangible Assets of $0.7 million are classified in Assets Held for Sale at December 31, 2018. Refer to Note 22. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2022 | | 2021 |
| (In thousands) | Weighted Average Life | | Gross Carrying Amount | | Accumulated Amortization | | Gross Carrying Amount | | Accumulated Amortization |
| Patents | 11 years | | $ | 2,146 | | | $ | 2,066 | | | $ | 2,146 | | | $ | 1,979 | |
| Non-compete Agreement | 4 years | | 11,082 | | | 11,052 | | | 11,082 | | | 10,592 | |
| Trade Names | 10 years | | 11,402 | | | 9,350 | | | 11,447 | | | 8,518 | |
| Completed and Unpatented Technology | 9 years | | 47,855 | | | 34,877 | | | 47,932 | | | 30,441 | |
| | | | | | | | | |
| Customer Relationships | 15 years | | 142,133 | | | 77,996 | | | 142,276 | | | 69,033 | |
| Total Intangible Assets | 12 years | | $ | 214,618 | | | $ | 135,341 | | | $ | 214,883 | | | $ | 120,563 | |
Amortization is computed on the straight line method for financial reporting purposes. Amortization expense for intangibles was $17.6$14.9 million, $19.4$15.4 million and $12.3$17.1 million for 2019, 20182022, 2021 and 2017,2020, respectively. Additionally, there was a $6.2 million impairment of intangible assets as more fully described in Note 23. The amount is classified within Impairment Loss in the Consolidated Statement of Operations.
Based upon acquired intangible assets at December 31, 2019,2022, amortization expense for each of the next five years is estimated to be:
| | | | | |
| (In thousands) | |
| 2020 | $ | 16,620 | |
| 2021 | $ | 15,394 | |
| 2022 | $ | 14,963 | |
| 2023 | $ | 13,927 | |
| 2024 | $ | 12,908 | |
| | | | | |
| (In thousands) | |
| 2023 | $ | 13,878 | |
| 2024 | $ | 12,856 | |
| 2025 | $ | 10,935 | |
| 2026 | $ | 9,533 | |
| 2027 | $ | 7,825 | |
NOTE 7 — GOODWILL
The following table summarizes the changes in the carrying amount of goodwill at December 31 as follows: | | | | | | | | | | | | | | | | | |
| (In thousands) | Aerospace | | Test Systems | | Total |
| Balance at December 31, 2020 | $ | 36,648 | | | $ | 21,634 | | | $ | 58,282 | |
| | | | | |
| | | | | |
| Foreign Currency Translations and Other | — | | | — | | | — | |
| Balance at December 31, 2021 | 36,648 | | | 21,634 | | | 58,282 | |
| | | | | |
| | | | | |
| Foreign Currency Translations and Other | (114) | | | 1 | | | (113) | |
| Balance at December 31, 2022 | $ | 36,534 | | | $ | 21,635 | | | $ | 58,169 | |
| | | | | |
| Goodwill, Gross | $ | 157,235 | | | $ | 21,635 | | | $ | 178,870 | |
| Accumulated Impairment Losses | (120,701) | | | — | | | (120,701) | |
| Goodwill, Net | $ | 36,534 | | | $ | 21,635 | | | $ | 58,169 | |
| | | | | | | | | | | | | | | | | |
| (In thousands) | Aerospace | | Test Systems | | Total |
| Balance at December 31, 2017 | $ | 125,645 | | | $ | — | | | $ | 125,645 | |
| Acquisitions and Divestitures | (241) | | | — | | | (241) | |
| | | | | |
| Foreign Currency Translations and Other | (452) | | | — | | | (452) | |
| Balance at December 31, 2018 | $ | 124,952 | | | | $ | — | | | $ | 124,952 | |
| Acquisitions and Divestitures | (262) | | | $ | 21,932 | | | $ | 21,670 | |
| Impairment Charge | (1,610) | | | — | | | (1,610) | |
| Foreign Currency Translations and Other | (42) | | | — | | | (42) | |
| Balance at December 31, 2019 | $ | 123,038 | | | $ | 21,932 | | | $ | 144,970 | |
| | | | | | |
| Goodwill, Gross | $ | 157,427 | | | $ | 21,932 | | | $ | 179,359 | |
| Accumulated Impairment Losses | (34,389) | | | — | | | (34,389) | |
| Goodwill, Net | $ | 123,038 | | | $ | 21,932 | | | $ | 144,970 | |
As discussed in Note 1, goodwill is not amortized but is periodically tested for impairment. For the 9The Company’s four reporting units with goodwill on the first day of our fourth quarter, the Company performed a quantitative assessment of the goodwill’s carrying value.
In the year ending December 31, 2019, we performed quantitative assessments for the reporting units which had goodwill as of the first day of theour fourth quarter, priorquarters of 2022 and 2021 were subject to the initiation of the antenna business restructuring activities.annual goodwill impairment test. Based on our quantitative assessment,assessments of our reporting units performed during our annual goodwill impairment tests, the Company recorded a full impairment charge of approximately $1.6 million in the December 31, 2019 consolidated statement of operations associated with the AeroSat reporting unit. The impairment loss was incurred in the Aerospace segment and is reported within the Impairment Loss line of the Consolidated Statements of Operations.
The 2018 assessment indicatedconcluded that no impairment to the carrying value of goodwill in any of the Company’s reporting units was indicated and 0no impairment chargecharges were recognized in 2022 and 2021.
Beginning in the first quarter of 2020, the COVID-19 pandemic negatively impacted the global economy and aerospace industry. Management considered these qualitative factors and the impact to each reporting unit’s revenue and earnings, and determined that it was recognized.more likely than not that the fair value of several reporting units was less than its carrying value. Therefore, we performed a quantitative test for all eight reporting units with goodwill as of March 28, 2020.
We determined that the estimated fair value of four of the eight reporting units with goodwill significantly exceeded their respective carrying values and did not result in a goodwill impairment for these four reporting units as of March 28, 2020.
For the remaining four reporting units with goodwill, we determined that the estimated fair value was less than their respective carrying values. We recognized full impairments of the goodwill of our Astronics Connectivity Systems and Certification (“ACSC”), PGA and Custom Control Concepts (“CCC”) reporting units, and a partial impairment of the goodwill of our PECO reporting unit as of March 28, 2020.
During the second quarter of 2020, further commercial aircraft order reductions, delays and cancellations at a major customer of our PECO reporting unit resulted in revisions to PECO’s forecast. We therefore performed a quantitative test for the PECO reporting unit as of June 27, 2020. As a result of this quantitative test, we determined that the estimated fair value was less than the respective carrying value as of June 27, 2020.
As a result of our interim goodwill impairment tests, we recorded non-cash goodwill impairment charges in the Aerospace segment of approximately $86.3 million within the Impairment Loss line of the December 31, 2020 Consolidated Statement of Operations.
NOTE 8 — LONG-TERM DEBT AND NOTES PAYABLE
Long-term Debt, including capital leases,The Company's long-term debt at December 31, is as follows:
| | | | | | | | | | | |
| (In thousands) | 2019 | | 2018 |
| Revolving Credit Line issued under the Fifth Amended and Restated Credit Agreement. Interest is at LIBOR plus between 1.00% and 1.50% (2.75% at December 31, 2019). | $ | 188,000 | | | $ | 227,000 | |
| Other Bank Debt | 224 | | | 338 | |
| Capital Lease Obligations | — | | | 6,644 | |
| Total Debt | 188,224 | | | 233,982 | |
| Less Current Maturities | 224 | | | 1,870 | |
| Total Long-term Debt | $ | 188,000 | | | $ | 232,112 | |
In the year ended December 31, 2019, capital lease obligations are included within Other Accrued Expenses2022 and Other Liabilities in the Consolidated Balance Sheets, as appropriate. Refer to Note 10 for additional detail on lease obligations and the implementation2021 consisted of ASC 842.
Principal maturities of long-term debt, including capital leases, are approximately:
| | | | | |
| (In thousands) | |
| 2020 | $ | 224 | |
| 2021 | — | |
| 2022 | — | |
| 2023 | 188,000 | |
| 2024 and thereafter | — | |
| Total Debt | $ | 188,224 | |
The Company'sborrowings under its Fifth Amended and Restated Credit Agreement (the “Agreement”) provides for a $500 million. On March 1, 2022, the Company executed an amendment to the Agreement, which reduced the revolving credit line withfrom $375 million to $225 million and extended the option to increase the line by up to $150 million. The maturity date of the loans under the Agreement isfacility from February 16, 2023 to May 30, 2023. On August 9, 2022, the Company executed a further amendment to the Agreement, 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 amendment extended the maturity date of the loans under the facility from May 30, 2023 to August 31, 2023. On October 21, 2022, the Company executed an additional amendment to the Agreement, under which the lenders waived enforcement of their rights against the Company arising from the Company’s failure to comply with the maximum net leverage ratio and minimum liquidity covenants, each as of September 30, 2022. The amendment increased the revolving credit line to $180 million as of October 21, 2022, with a reduction to $170 million effective November 21, 2022. Another amendment to the Agreement was executed on November 14, 2022 (the “Amended Facility”), which extended the maturity date of the loans under the facility from August 31, 2023 to November 30, 2023. Under the Amended Facility, the revolving credit line was set at $180 million, with a reduction to $170 million effective December 21, 2022. The amendment required the Company to maintain minimum liquidity, defined as unrestricted cash plus the unused revolving credit commitments ($10 million as of November 30, 2022 and December 31, 2022). The Amended Facility required the Company to comply with a minimum Adjusted EBITDA covenant on a trailing twelve month basis. The amendment eliminated the net leverage ratio covenant for the remaining term of the agreement. Each amendment executed in 2022 required payment of a consent fee of 5 to 10 basis points of the commitment for each consenting lender.
At December 31, 2019,2022, there was $188.0$164.0 million outstanding on the revolving credit facilityAmended Facility and there remains $310.9remained $6.0 million available net of outstanding letters of credit.subject to the minimum liquidity covenant discussed above. The credit facility allocatesallocated up to $20 million of the $500$170 million revolving credit line for the issuance of letters of credit, including certain existing letters of credit. At December 31, 2019,Interest on the debt outstanding letters of credit totaled $1.1 million.
The maximum permitted leverage ratio of funded debt to Adjusted EBITDA (as defined in the Agreement) was 3.75 to 1, increasing to 4.50 to 1 for up to 4 fiscal quarters following the closing of an acquisition permitted under the Agreement, subject to limitations. The Company is in compliance with its financial covenant at December 31, 2019.2022 was payable on the unpaid principal amount of the facility at a rate equal to the Secured Overnight Financing Rate (“SOFR”, which is required to be at least 1.00%), plus 5.50% with an increase to a rate equal to SOFR (which is required to be at least 1.00%), plus 8.50% effective January 17, 2023. The Company also was required to pay a commitment fee to the lenders in an amount equal to 0.40% on the undrawn portion of the Amended Facility.
The Company amended its existing revolving credit facility on January 19, 2023 by entering into the Sixth Amended and Restated Credit Agreement (the “ABL Revolving Credit Facility”). The ABL Revolving Credit Facility set the maximum aggregate amount that the Company can borrow under the revolving credit line at $115 million, with borrowings subject to a borrowing base determined primarily by certain domestic inventory and accounts receivable. The maturity date of borrowings under the ABL Revolving Credit Facility is January 19, 2026. Under the terms of the ABL Revolving Credit Facility, the Company will now pay interest on the unpaid principal amount of the facility at a rate equal to one-, three- or six-month LIBORSOFR (which is required to be at least 1.00%) plus between 1.00% and 1.50% based upon the Company’s leverage ratio.2.25% to 2.75%. The Company will also pay a quarterly commitment fee tounder the LendersABL Revolving Credit Facility in an amount equal to between 0.10% and 0.20%0.25% or 0.375% based on the undrawn portionCompany’s average excess availability. Under the provisions of the credit facility, based uponABL Revolving Credit Facility, the Company’s leverage ratio.Company has a cash dominion arrangement with the lead banking institution whereby eligible daily cash receipts are contractually utilized to pay down outstanding borrowings. Eligible cash receipts that have not yet been applied to outstanding debt balance will be classified as restricted cash in the accompanying consolidated balance sheets.
The Company’s obligationsCompany also entered into a $90 million asset-based Term Loan Facility on January 19, 2023. The Term Loan Facility is secured primarily by fixed assets, real estate and intellectual property. The maturity date of the Term Loan Facility is the earlier of the stated maturity date of the ABL Revolving Credit Facility or January 19, 2027, provided the ABL Revolving Credit Facility is extended beyond that date. The Company will pay interest under the Credit Agreement as amended are jointlyTerm Loan Facility at a rate equal to SOFR (which is required to be at least 2.50%) plus 8.75%. The Company will pay a commitment fee under the Term Loan Facility of 5% of the total aggregate commitment, or $4.5 million, $1.8 million which was paid on the closing date, $1.8 million of which will be paid on June 19, 2023 and severally guaranteed by each domestic subsidiary$0.9 million of which will be paid on the date that the financial statements and compliance certificate for the fiscal quarter of the Company ending on or about March 31, 2024 are required to be delivered under the Term Loan Facility.
Amortization of the principal under the Term Loan Facility will begin in April with a monthly amortization rate of 0.292% of the outstanding term loan principal balance for the period April 1, 2023 through June 1, 2023, increasing to 0.542% per month for the period July 1, 2023 through September 1, 2023 then increasing to 0.833% thereafter. Total scheduled principal payments of $4.5 million are payable in 2023 and as such, have been classified as current in the accompanying consolidated balance sheet as of December 31, 2022. The weighted-average interest rate on current maturities of long-debt is 13.60%.
Pursuant to the ABL Revolving Credit Facility and the Term Loan Facility, the Company is required to comply with a minimum trailing four quarter EBITDA of $14.7 million for the Company’s first quarter of 2023, $23.3 million in the second quarter, $39.2 million in the third quarter, $51.7 million in the fourth quarter, $57.6 million in the first quarter of 2024, $65.2 million in the second quarter of 2024 and $70 million thereafter. In addition, mandatory prepayment of a portion of excess cash flow, as defined by the Term Loan Facility, is payable towards the principle amount outstanding at the end of 2023. Any voluntary prepayments made are subject to a prepayment fee, as defined by the Term Loan Facility. The Company is also required to maintain minimum liquidity of $20 million through the date of delivery of the compliance certificate for the quarter ended March 31, 2024, and $10 million thereafter. Beginning with the first quarter of 2024, the Company is subject to a minimum fixed charge coverage ratio of 1.10 to 1.00. Further, the Company is subject to excess cash flow repayment provisions, restrictions on additional indebtedness, share repurchases and dividend payments, and a limitation on capital expenditures.
Upon execution of the amendment to its ABL Revolving Credit Facility and the Term Loan Facility on January 19, 2023, the Company incurred an additional $6.1 million in debt issuance costs, allocated between the ABL Revolving Credit Facility and the Term Loan Facility. Deferred debt issuance costs associated with the ABL Revolving Credit Facility will be recorded within other thanassets and those associated with the Term Loan Facility will be recorded as a non-material subsidiary. The obligations are secured by a first priority lienreduction of the carrying value of the debt on substantially allthe Consolidated Balance Sheets.
Certain of the Company’s subsidiaries are borrowers or guarantors under the ABL Revolving Credit Facility and the guarantors’ assets.Term Loan Facility.
In the event of voluntary or involuntary bankruptcy of the Company or any subsidiary, all unpaid principal and other amounts owing under the Credit Agreementcredit facilities automatically become due and payable. Other events of default, such as failure to make payments as they become due and breach of financial and other covenants, change of control, judgments over a certain amount, and cross default under other material debt agreements, and a going concern qualification for any reason other than loan maturity date give the Agentagent the option to declare all such amounts immediately due and payable.
The Company expects its sales growth and reductions in working capital will provide sufficient cash flows to fund operations. However, the Company may also evaluate various actions and alternatives to enhance its profitability and cash generation from operating activities, which could include manufacturing efficiency initiatives, cost-reduction measures, working with vendors and suppliers to reduce lead times and expedite shipment of critical components, and working with customers to expedite receivable collections.
Our ability to maintain sufficient liquidity and comply with financial debt covenants is highly dependent upon achieving expected operating results. Failure to achieve expected operating results could have a material adverse effect on our liquidity, our ability to obtain financing or access our existing financing, and our operations in the future and could allow our debt holders to demand payment of all outstanding amounts. Refer to Item 1A, Risk Factors, for further discussion.
NOTE 9 — WARRANTY
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. Activity in the warranty accrual, which is included in other accrued expenses on the Consolidated Balance Sheets, is summarized as follows:
| | | | | | | | | | | | | | | | | |
| (In thousands) | 2019 | | 2018 | | 2017 |
| Balance at Beginning of the Year | $ | 5,027 | | | $ | 5,136 | | | $ | 4,675 | |
| Warranty Liabilities Divested or Acquired | (80) | | | — | | | 511 | |
| Warranties Issued | 3,781 | | | 2,806 | | | 1,782 | |
| Reassessed Warranty Exposure | 1,451 | | | (370) | | | 540 | |
| Warranties Settled | (2,519) | | | (2,545) | | | (2,372) | |
| Balance at End of the Year | $ | 7,660 | | | $ | 5,027 | | | $ | 5,136 | |
| | | | | | | | | | | | | | | | | |
| (In thousands) | 2022 | | 2021 | | 2020 |
| Balance at Beginning of the Year | $ | 8,183 | | | $ | 7,018 | | | $ | 7,660 | |
| | | | | |
| Warranties Issued | 3,407 | | | 6,083 | | | 1,725 | |
| Reassessed Warranty Exposure | (65) | | | (1,474) | | | (1,029) | |
| Warranties Settled | (3,516) | | | (3,444) | | | (1,338) | |
| Balance at End of the Year | $ | 8,009 | | | $ | 8,183 | | | $ | 7,018 | |
NOTE 10 — LEASES
The Company has operating and finance leases for leased office and manufacturing facilities and equipment leases. We have concluded that when an agreement grants us the right to substantially all of the economic benefits associated with an identified asset, and we are able to direct the use of that asset throughout the term of the agreement, we have a lease. We lease certain facilities and office equipment under finance leases, and we lease certain production facilities, office equipment and vehicles under operating
operating leases. Some of our leases include options to extend or terminate the leases and these options have been included in the relevant lease term to the extent that they are reasonably certain to be exercised.
If the lease arrangement also contains non-lease components, the Company elected the practical expedient not to separate any combined lease and non-lease components for all lease contracts. For our real estate leases, the remaining fixed minimum rental payments used in the calculation of the new lease liability, include fixed payments and variable payments (if the variable payments are based on an index), over the remaining lease term. Variable lease payments based on indices have been included in the related right-of-use assets and lease liabilities on our Consolidated Balance Sheet,Sheets, while variable lease payments based on usage of the underlying asset have been excluded, as they do not represent present rights or obligations. Variable lease components for leases relate primarily to common area maintenance charges and other separately billed lessor services, sales and real estate taxes. Variable lease costs are expensed in the period they are incurred. We have also elected to adopt the practical expedient under ASC 842 to not separate lease and non-lease components in contracts where the base lease payment contains both. In this situation, these lease agreements are accounted for as a single lease component for all classes of underlying assets. While we do have real estate leases with options to purchase the facility at a market value at the date of exercise, these are not included in the calculation of the lease liability, as these options are not expected to be exercised.
Any new additional operating and financing lease liabilities and corresponding ROUright-of-use (“ROU”) assets are based on the present value of the remaining minimum rental payments. The present value of the Company’sCompany's operating lease liability at transition was calculated usingincreased approximately $3.0 million as a weighted-average incremental borrowing rateresult of 3.7%.acquiring ROU assets from new leases entered into during the year ended December 31, 2022. In determining the incremental borrowing rate, we have considered borrowing data for secured debt obtained from our lending institution. As
The following is a summary of the Company's ROU assets and liabilities at December 31: | | | | | | | | | | |
| (In thousands) | 2022 | 2021 | | |
| Operating Leases: | | | | |
| Operating Right-of-Use Assets, Gross | $ | 29,466 | | $ | 30,318 | | | |
| Less Accumulated Right-of-Use Asset Impairment | 1,710 | | 1,710 | | | |
| Less Accumulated Amortization | 14,728 | | 12,439 | | | |
| Operating Right-of-Use Assets, Net | $ | 13,028 | | $ | 16,169 | | | |
| Short-term Operating Lease Liabilities | $ | 4,441 | | $ | 6,778 | | | |
| Long-term Operating Lease Liabilities | 9,942 | | 12,018 | | | |
| Operating Lease Liabilities | $ | 14,383 | | $ | 18,796 | | | |
| | | | |
| Finance Leases: | | | | |
| Finance Right-of-Use Assets, Gross | $ | 231 | | $ | 177 | | | |
| Less Accumulated Amortization | 138 | | 106 | | | |
| Finance Right-of-Use Assets, Net — Included in Other Assets | $ | 93 | | $ | 71 | | | |
Short-term Finance Lease Liabilities — Included in Other Accrued Expenses | $ | 29 | | $ | 72 | | | |
| Long-term Finance Lease Liabilities — Included in Other Liabilities | 67 | | — | | | |
| Finance Lease Liabilities | $ | 96 | | $ | 72 | | | |
The following is a summary of the Company's total lease costs as of December 31, 2019,31: | | | | | | | | | | | |
| (In thousands) | | 2022 | 2021 |
| Finance Lease Cost: | | | |
| Amortization of ROU Assets | | $ | 94 | | $ | 573 | |
| Interest on Lease Liabilities | | 4 | | 78 | |
| Total Finance Lease Cost | | 98 | | 651 | |
| Operating Lease Cost | | 6,627 | | 5,881 | |
| | | |
| Variable Lease Cost | | 1,757 | | 1,546 | |
| Short-term Lease Cost (excluding month-to-month) | | 602 | | 271 | |
| Less Sublease and Rental Income | | (1,329) | | (1,265) | |
| Total Operating Lease Cost | | 7,657 | | 6,433 | |
| Total Net Lease Cost | | $ | 7,755 | | $ | 7,084 | |
The following is a summary of cash paid for amounts included in the Company recognized an operating ROU asset and lease liabilitymeasurement of $23.6 million and $25.6 million, respectively. The Company obtained ROU assets of $10.4 million in exchange for operating lease liabilities from new leases entered into or acquired, net of modifications, during the year ended December 31, 2019.
Asas of December
31, 2019, the Company recognized a financing ROU asset of $2.5 million included in Other Assets. As of December 31, 2019, the Company recognized a financing lease liability of $4.7 million, of which $1.9 million and $2.8 million are within Other Accrued Expenses and Other Liabilities, respectively. No new financing lease liabilities were entered into during the year ended December 31, 2019.31: | | | | | | | | | | | | | |
| (In thousands) | | 2022 | 2021 | | |
| Operating Cash Flow for Finance Leases | | $ | 4 | | $ | 78 | | | |
| Operating Cash Flow for Operating Leases | | $ | 7,873 | | $ | 6,711 | | | |
| Financing Cash Flow for Finance Leases | | $ | 93 | | $ | 901 | | | |
As permitted by ASC 842, leases with expected durations of less than 12 months from inception (i.e. short-term leases) were excluded from the Company’s calculation of its lease liability and right-of-useROU asset. Furthermore, as permitted by ASC 842, the Company elected to apply the package of practical expedients, which allows companies not to reassess: (a) whether its expired or existing contracts are or contain leases, (b) the lease classification for any expired or existing leases, and (c) initial direct costs for any existing leases.
The following is a summary of the Company's total lease costs as of December 31:
| | | | | | | | |
(In thousands) | | 2019 |
Finance Lease Cost: | | |
Amortization of ROU Assets | | $ | 1,020 | |
Interest on Lease Liabilities | | 314 |
Total Finance Lease Cost | | 1,334 | |
Operating Lease Cost | | 5,050 |
Impairment Charge of Operating Lease ROU Asset | | 1,018 |
Variable Lease Cost | | 1,236 |
Short-term Lease Cost (excluding month-to-month) | | 223 |
Less Sublease and Rental (Income) Expense | | (629) | |
Total Operating Lease Cost | | 6,898 | |
Total Net Lease Cost | | $ | 8,232 | |
The following is a summary of cash paid for amounts included in the measurement of lease liabilities as of December 31:
| | | | | | | | | | |
(In thousands) | | 2019 | | |
Operating Cash Flows Used for Finance Leases | | $ | 314 | | | |
Operating Cash Flows Used for Operating Leases | | $ | 4,718 | | | |
Financing Cash Flows Used for Finance Leases | | $ | 1,746 | | | |
The weighted-average remaining term for the Company's operating and financing leases are approximately 64 years and 23 years, respectively. The weighted-average discount rates for the Company's operating and financing leases are each approximately 3.4% and 5.0%, respectively.3.6%.
The following is a summary of the Company's maturity of lease liabilities: | | | | | | | | | | | | | | |
| (In thousands) | | Operating Leases | | Financing Leases |
| 2023 | | $ | 4,876 | | | $ | 32 | |
| 2024 | | 3,879 | | | 32 | |
| 2025 | | 3,310 | | | 18 | |
| 2026 | | 1,216 | | | 14 | |
| 2027 | | 859 | | | 6 | |
| Thereafter | | 1,298 | | | — | |
| Total Lease Payments | | 15,438 | | | 102 | |
| Less: Interest | | 1,055 | | | 6 | |
| Total Lease Liability | | $ | 14,383 | | | $ | 96 | |
| | | | | | | | | | | | | | |
| (In thousands) | | Operating Leases | | Financing Leases |
| 2020 | | $ | 4,898 | | | $ | 2,128 | |
| 2021 | | 5,370 | | | 2,181 | |
| 2022 | | 5,152 | | | 743 | |
| 2023 | | 3,911 | | | — | |
| 2024 | | 2,837 | | | — | |
| Thereafter | | 5,977 | | | — | |
| Total Lease Payments | | $ | 28,145 | | | $ | 5,052 | |
| Less: Interest | | 2,589 | | | 314 | |
| Total Lease Liability | | $ | 25,556 | | | $ | 4,738 | |
NOTE 11 — INCOME TAXES
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities. Deferred tax assets are reduced, if deemed necessary, by a valuation allowance for the amount of tax benefits which are not expectedmore likely than not to be realized. Investment tax credits are recognized on the flow through method.
The provision (benefit) for (benefit from) income taxes at December 31 consists of the following: | | | | | | | | | | | | | | | | | |
| (In thousands) | 2022 | | 2021 | | 2020 |
| Current | | | | | |
| U.S. Federal | $ | 5,338 | | | $ | (1,713) | | | $ | (8,679) | |
| State | (153) | | | (667) | | | (4,539) | |
| Foreign | 750 | | | 1,439 | | | 1,036 | |
| Current | 5,935 | | | (941) | | | (12,182) | |
| | | | | |
| Deferred | | | | | |
| U.S. Federal | 113 | | | (237) | | | 17,044 | |
| State | (239) | | | (87) | | | (92) | |
| Foreign | 145 | | | (117) | | | (1,399) | |
| Deferred | 19 | | | (441) | | | 15,553 | |
| Total | $ | 5,954 | | | $ | (1,382) | | | $ | 3,371 | |
| | | | | | | | | | | | | | | | | |
| (In thousands) | 2019 | | 2018 | | 2017 |
| Current | | | | | |
| U.S. Federal | $ | 23,798 | | | $ | 7,540 | | | $ | 8,436 | |
| State | 4,471 | | | (504) | | | 2,054 | |
| Foreign | 2,402 | | | 1,123 | | | 316 | |
| Current | 30,671 | | | | 8,159 | | | | 10,806 | |
| | | | | |
| Deferred | | | | | |
| U.S. Federal | (16,250) | | | (1,799) | | | (3,850) | |
| State | 727 | | | (1,584) | | | (326) | |
| Foreign | 1,138 | | | 703 | | | (1,318) | |
| Deferred | (14,385) | | | | (2,680) | | | | (5,494) | |
| Total | $ | 16,286 | | | | $ | 5,479 | | | | $ | 5,312 | |
The effective tax rates differ from the statutory federal income tax rate as follows:
| | | | | | | | | | | | | | | | | |
| 2019 | | 2018 | | 2017 |
| Statutory Federal Income Tax Rate | 21.0 | % | | 21.0 | % | | 35.0 | % |
| Permanent Items | | | | | |
| Stock Compensation Expense | (0.5) | % | | (0.9) | % | | 1.1 | % |
| Domestic Production Activity Deduction | — | % | | — | % | | (4.7) | % |
| Other | 0.5 | % | | 0.4 | % | | 0.5 | % |
| Foreign Tax Rate Differential | 1.4 | % | | 0.5 | % | | (5.6) | % |
| State Income Tax, Net of Federal Income Tax Effect | 6.0 | % | | 2.8 | % | | 4.5 | % |
| Revised State Filing Tax Benefit, Net of Federal Income Tax Effect, Net of Reserve | — | % | | (6.7) | % | | — | % |
| Research and Development Tax Credits | (4.6) | % | | (6.2) | % | | (11.5) | % |
| Change in Valuation Allowance | 1.1 | % | | — | % | | — | % |
| Net GILTI and FDII Tax Expense (Benefit) | (1.2) | % | | 0.2 | % | | — | % |
| Tax Expense (Benefit) on Deemed Repatriation of Foreign Earnings | — | % | | (0.8) | % | | 5.6 | % |
| Revaluation of Deferred Taxes for Federal Tax Rate Change | — | % | | (0.1) | % | | (3.5) | % |
| Other | 0.1 | % | | 0.3 | % | | (0.1) | % |
| Effective Tax Rate | 23.8 | % | | 10.5 | % | | 21.3 | % |
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
| Statutory Federal Income Tax Rate | 21.0 | % | | 21.0 | % | | 21.0 | % |
| Permanent Items | | | | | |
| Stock Compensation Expense | (2.2) | % | | (2.1) | % | | (0.3) | % |
| Non Deductible Goodwill Impairment | — | % | | — | % | | (10.2) | % |
| Contingent Consideration Liability Fair Value Adjustment | — | % | | 1.7 | % | | — | % |
| Other | (0.3) | % | | (0.7) | % | | — | % |
| Foreign Tax Rate Differential | (2.8) | % | | (2.7) | % | | (1.0) | % |
| State Income Tax, Net of Federal Income Tax Effect | 1.0 | % | | 2.2 | % | | 3.3 | % |
| Research and Development Tax Credits | 7.7 | % | | 12.8 | % | | 2.2 | % |
| Change in Valuation Allowance | (44.6) | % | | (29.8) | % | | (19.2) | % |
| Net GILTI and FDII Tax Expense | 1.8 | % | | — | % | | — | % |
| Foreign Tax Credit for Dividend Withholding | (1.5) | % | | 1.7 | % | | — | % |
| Tax Rate Change on 2020 Federal Net Operating Loss Carryback | — | % | | 0.9 | % | | 1.3 | % |
| Other | (0.1) | % | | 0.1 | % | | (0.1) | % |
| Effective Tax Rate | (20.0) | % | | 5.1 | % | | (3.0) | % |
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.purposes as well as tax attributes.
Significant components of the Company’s deferred tax assets and liabilities at December 31, are as follows: | | | | | | | | | | | |
| (In thousands) | 2022 | | 2021 |
| Deferred Tax Assets: | | | |
| Asset Reserves | $ | 17,680 | | | $ | 17,462 | |
| Deferred Compensation | 6,798 | | | 7,424 | |
| Section 163(j) - Interest Expense Limitation | — | | | 891 | |
| State Investment and Research and Development Tax Credit Carryforwards, Net of Federal Tax | 1,128 | | | 4,674 | |
| Customer Advanced Payments and Deferred Revenue | 1,917 | | | 1,301 | |
| Net Operating Loss Carryforwards and Other | 11,307 | | | 15,617 | |
| Goodwill and Intangible Assets | 1,277 | | | 1,082 | |
| ASC 606 Revenue Recognition | 197 | | | 1,817 | |
| Research & Development Costs | 19,892 | | | — | |
| Lease Liabilities | 3,201 | | | 4,178 | |
| Other | 6,135 | | | 5,540 | |
| Total Gross Deferred Tax Assets | 69,532 | | | 59,986 | |
| Valuation Allowance for Federal and State Deferred Tax Assets and Tax Credit Carryforwards, Net of Federal Tax | (57,369) | | | (43,519) | |
| Deferred Tax Assets | 12,163 | | | 16,467 | |
| Deferred Tax Liabilities: | | | |
| Depreciation | 8,886 | | | 9,393 | |
| ASC 606 Revenue Recognition - Section 481(a) Adjustment | 525 | | | 1,030 | |
| Lease Assets | 2,905 | | | 3,539 | |
| Earnout Income Accrual | — | | | 2,603 | |
| Other | 1,005 | | | 1,050 | |
| Deferred Tax Liabilities | 13,321 | | | 17,615 | |
| Net Deferred Tax Liabilities | $ | (1,158) | | | $ | (1,148) | |
| | | | | | | | | | | |
| (In thousands) | 2019 | | 2018 |
| Deferred Tax Assets: | | | |
| Asset Reserves | $ | 17,071 | | | $ | 8,808 | |
| Deferred Compensation | 6,427 | | | 5,628 | |
| State Investment and Research and Development Tax Credit Carryforwards, Net of Federal Tax | 854 | | | 1,066 | |
| Customer Advanced Payments and Deferred Revenue | 3,472 | | | 875 | |
| Net Operating Loss Carryforwards and Other | 8,212 | | | 7,407 | |
| ASC 606 Revenue Recognition | 2,612 | | | 1,641 | |
| Lease Liabilities | 7,466 | | | 1,743 | |
| Other | 3,170 | | | — | |
| Total Gross Deferred Tax Assets | 49,284 | | | 27,168 | |
| Valuation Allowance for Foreign Tax Credit, State Deferred Tax Assets and Tax Credit Carryforwards, Net of Federal Tax | (13,303) | | | (8,098) | |
| Deferred Tax Assets | 35,981 | | | 19,070 | |
| Deferred Tax Liabilities: | | | |
| Depreciation | 10,060 | | | 10,783 | |
| Goodwill and Intangible Assets | 4,683 | | | 4,438 | |
| ASC 606 Revenue Recognition - Section 481(a) Adjustment | 496 | | | 767 | |
| Lease Assets | 6,377 | | | 904 | |
| Other | 751 | | | 3,812 | |
| Deferred Tax Liabilities | 22,367 | | | 20,704 | |
| Net Deferred Tax Assets (Liabilities) | $ | 13,614 | | | $ | (1,634) | |
The net deferred tax assets and liabilities presented in the Consolidated Balance Sheets are as follows at December 31:
| | | | | | | | | | | |
| (In thousands) | 2022 | | 2021 |
| Other Assets — Long-term | $ | 712 | | | $ | 273 | |
| | | |
| Deferred Tax Liabilities — Long-term | (1,870) | | | (1,421) | |
| | | |
| Net Deferred Tax Liabilities | $ | (1,158) | | | $ | (1,148) | |
| | | | | | | | | | | |
| (In thousands) | 2019 | | 2018 |
| Other Assets — Long-term | $ | 17,536 | | | $ | 3,999 | |
| Assets Held for Sale | — | | | (1,528) | |
| Deferred Tax Liabilities — Long-term | (3,922) | | | (3,199) | |
| Liabilities Held for Sale | — | | | (906) | |
| Net Deferred Tax Assets (Liabilities) | $ | 13,614 | | | $ | (1,634) | |
Beginning January 1, 2022, the Tax Cuts and Jobs Act (TCJA) of 2017 eliminated the option to deduct research and development expenditures in the current year and now requires taxpayers to capitalize and amortize research and development costs pursuant to Internal Revenue Code (“IRC”) Section 174. The capitalized expenses are amortized over a 5-year period for domestic expenses and a 15-year period for foreign expenses. As a result of this provision of the TCJA, deferred tax assets related to capitalized research expenses increased by approximately $19.9 million during the year ended December 31, 2022. Given the recent history of losses, the Company determined that it could not include future projected income as a source of taxable income to realize this deferred tax asset in the future. As a result, a valuation allowance has been recorded.
At December 31, 2019, state tax credit carryforwards2022, gross federal net operating losses, amounted to approximately $0.8$3.1 million. In the current year, the Company generated approximately $51.5 million whichof taxable income, net of utilized net operating losses of approximately $25.7 million. The remaining prior year carry forward net operating losses of approximately $3.1 million can be carried forward and are subject to annual limitations under Internal Revenue Code Section 382. Of these net operating losses, $2.7 million expire in 2038 and the remaining $0.4 million will expire from 2020 through 2033.carryforward indefinitely. Given the recent history of losses, the Company determined that it could not include future projected income as a source of taxable income to realize this deferred tax asset in the future. As a result, a valuation allowance has been recorded.
At December 31, 2019, federal net operating loss carryforwards, which the Company expects to utilize, even with annual limitations under IRC Section 382, amounted to approximately $6 million and expire at various dates between 2038 and 2039.
At December 31, 2019,2022, gross state net operating loss carryforwards which the Company expects to utilize amounted to approximately $6.9 million and$134.1 million. These state net operating loss carryforwards begin to expire at various dates between 2027 and 2038.from 2022 through 2042. Due to the uncertainty as to the Company’s ability to generate sufficient taxable income in certain states in the future and utilizealong with the recent history of losses resulting in the Company excluding future projected income as a source of taxable income to realize certain of these state net operating losses in the Company’s state operating loss carryforwards before they expire, the Company has recordedfuture, a valuation allowance accordingly. Thesehas been recorded.
At December 31, 2022, state net operating lossincome tax credit carryforwards amountamounted to approximately $108.4$1.1 million and begin to expire at various dates from 2022 through 2039.
The Company adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting during 2017 and beginning with 2017,2037. Due to the excess tax benefits associated with stock option exercises are no longer recorded directlyuncertainty as to shareholders’ equity, but rather, are recordedthe Company’s ability to generate sufficient taxable income in certain states in the provision for income taxes, when realized. A benefitfuture along with the recent history of approximately $0.6 million, $0.7 million and $0.5 million was recordedlosses resulting in the provision for incomes taxes forCompany excluding future projected income as a source of taxable income to realize certain of these state net operating losses in the year ended December 31, 2019, 2018 and 2017, respectively.future, a valuation allowance has been recorded.
At December 31, 2019, estimated foreign tax credit carryforwards, which the Company expects to utilize, amounted to approximately $0.2 million. The Company expects to generate general limitation foreign source income in the future and will utilize these foreign tax credits. Therefore, during 20192022, the Company has removedapproximately $0.2 million of foreign tax credits that it can carry forward through 2031. Given the valuation allowance that was recorded at December 31, 2018.
During 2019,recent history of losses, the Company recordeddetermined that it could not include future projected income as a source of taxable income to realize this deferred tax asset in the future. As a result, a valuation allowance on a deferred tax asset related to an equity investment impairment, as the Company does not expect to utilize the capital loss in the future.In addition, the Company also removed the state valuation allowance on the deferred tax assets of one of its subsidiaries, which are now expected to be utilized in the future. Finally, the Company added a state valuation allowance on the deferred tax assets of one of its subsidiaries, which are now expected not to be utilized in the future.has been recorded.
During the year ended December 31, 2018,2020, the Company determined that a revised state filing position could be taken which would reduce the taxable income apportioned for state income tax purposes. Based on the assessment performed, thepurposes and recorded a state income tax receivable of approximately $3.0 million as a component of Prepaid Expenses and Other Current Assets. The Company concluded thathas filed amended state income tax returns would be filed for the open tax years of 2014 through 20172015 and 2016 and intends to reflect this revisedfile amended state income tax position and claim the associated tax benefits. The Company is also claiming the benefit of the revised filing position for 2018 and subsequent tax years. In addition, the revised state tax filing position also resulted in a deferred tax benefit due to the revaluation of deferred tax liabilities. Accordingly, the Company recognized the tax benefits, and related tax reserves, for the revised state filing position during the year ended December 31, 2019 and 2018. Absent a state tax audit notice related to the refund claim, the statute of limitations will expire on various dates in 2020 for the amended returns for tax years 2014 and 2015, at which time approximately $0.8 million of the unrecognized tax benefits is expected2017 through 2019 in order to be recognized. Absent a state tax audit notice related to the refund claim the statute of limitations will expire one year from the date the refund checks are issued for the amended returns for tax years 2016 and 2017 and will expire in 2022 and 2023 for tax years 2018 and 2019, respectively.these refunds.
The Company has analyzed its filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. Should the Company need to accrue a liability for uncertain tax benefits, any interest associated with that liability would be recorded as interest expense. Penalties, if any, would be recorded as operating expenses. During the year ended December 31, 2019, reserves for uncertain tax positions were recorded in association with revised state income tax filing positions pursuant to ASC Topic 740-10. No reserves for uncertain income tax positions
were deemed necessary for the year ended December 31, 2017. A reconciliation of the total amounts of unrecognized tax benefits, excluding interest and penalties, is as follows:
| | (in thousands) | (in thousands) | 2019 | | 2018 | | 2017 | (in thousands) | 2022 | | 2021 | | 2020 |
| Balance at Beginning of the Year | Balance at Beginning of the Year | $ | 2,197 | | | $ | — | | | $ | — | | Balance at Beginning of the Year | $ | 1,412 | | | $ | 1,890 | | | $ | 2,565 | |
| Decreases as a Result of Tax Positions Taken in Prior Years | Decreases as a Result of Tax Positions Taken in Prior Years | — | | | — | | | — | | Decreases as a Result of Tax Positions Taken in Prior Years | (969) | | | (478) | | | (775) | |
| Increases as a Result of Tax Positions Taken in the Current Year | Increases as a Result of Tax Positions Taken in the Current Year | 368 | | | 2,197 | | | — | | Increases as a Result of Tax Positions Taken in the Current Year | — | | | — | | | 100 | |
| Balance at End of the Year | Balance at End of the Year | 2,565 | | | $ | 2,197 | | | $ | — | | Balance at End of the Year | $ | 443 | | | $ | 1,412 | | | $ | 1,890 | |
The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate amounted to $2.6 million and $2.2 million at December 31, 2019 and 2018, respectively. There are 0no material penalties or interest liabilities accrued as of December 31, 20192022, 2021, or 2018,2020, nor are any material penalties or interest costs included in expense for each of the years ended December 31, 2019, 20182022, 2021 and 2017.2020. The years under which we conducted our evaluation coincided with the tax years currently still subject to examination by major federal and state tax jurisdictions, those being 20162019 through 20192022 for federal purposes and 20152017 through 20192022 for state purposes.
Pretax income (loss) from the Company’s foreign subsidiaries amounted to $12.2approximately $0.1 million, $7.3$(3.3) million and $1.1$(7.0) million for 2019, 20182022, 2021 and 2017,2020, respectively. The balance of pretax earnings or loss for each of those years were domestic.
Historically, we have asserted that the unremitted earnings of our foreign subsidiaries were indefinitely reinvested. However, as of December 22, 2017, the President31, 2022, we determined that we can no longer assert indefinite reinvestment on approximately $3.4 million of the United States signed into law the Tax Cuts and Jobs Act (the “Act”). The legislation significantly changed U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a repatriation tax on deemed repatriatedunremitted earnings of foreign subsidiaries. The Act permanently reduced the U.S. corporate income tax rate from a maximum of 35% to a 21% rate, effective January 1, 2018.
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse.Luminescent Systems Canada Inc. As a result, of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Cuts and Jobs Act, the Company revalued its ending netwe have recorded a deferred tax liabilities at December 31, 2017 and recognized a $0.1 million tax benefit and a provisional $0.9 million tax benefit in the Company’s consolidated statement of income for the years ended December 31, 2018 and 2017 respectively.
The Tax Cuts and Jobs Act provided for a one-time deemed mandatory repatriation of post-1986 undistributed foreign subsidiary earnings and profits (“E&P”) through the year ended December 31, 2017. The Company had an estimated $10.3 million of undistributed foreign E&P subject to the deemed mandatory repatriation and recognized a provisional $1.4 million of income tax expense in the Company’s consolidated statement of income for the year ended December 31, 2017. The Company made an adjustment to its provisional amounts included in its consolidated financial statements for the year ended December 31, 2017 resulting in a benefitliability of approximately $0.4 million recorded during the year ended December 31, 2018. No additional provision for U.S. federal or foreign taxes has been made as the foreign subsidiaries’ undistributed earnings (approximately $29.7$0.2 million at December 31, 2019)2022, related to local country withholding taxes that are consideredexpected to be incurred upon ultimate repatriation of such earnings. All other foreign unremitted earnings, which total approximately $11.3 million, continue to be indefinitely reinvested. We continue to be permanently reinvested.reinvested in outside basis differences other than unremitted earnings as we have no plans to liquidate or sell any foreign subsidiaries. In addition, we have not provided deferred taxes on any outside basis differences of our domestic subsidiaries as we have the ability and intent to recover these basis differences in a tax-free manner. It is not practicable to determine the amount of outside basis differencesunrecognized deferred tax related to these basis differences.
On March 27, 2020, the investmentCoronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in foreign subsidiaries and other taxes that would be payable if these amounts were repatriatedresponse to the U.S.
While the Tax Cuts and Jobs Act provides for a territorial tax system, beginning in 2018, it includes the foreign-derived intangible income (“FDII”) and global intangible low-taxed income (“GILTI”) provisions. The Company elected to account for GILTI tax in the period in which it is incurred. The GILTI provisions require the Company to include in its U.S. income tax return foreign subsidiary earnings from its Controlled Foreign Corporations (“CFCs”) in excess of an allowable return on the foreign subsidiary’s tangible assets. The GILTI tax expense resulted from excess net tested income over net deemed tangible income returneconomic uncertainty resulting from the CFCs.COVID-19 pandemic. The GILTI expense would have been completely offset by a foreign tax credit absent the required allocationsCARES Act includes many measures to assist companies, including temporary changes to income and non-income based laws, some of interest expense to the GILTI income, which created a U.S. foreign tax credit limitation. The FDII provisions allow for a deduction equal to a percentage of the foreign-derived intangible income of a domestic corporation. As a result of these provisions, net, the Company recorded a tax benefit of approximately $0.8 million during the year ended December 31, 2019 and tax expense of approximately $0.2 million during the year ended December 31, 2018.
The Base Erosion and Anti-Abuse Tax (“BEAT”) provisions in the Tax Cuts and Jobs Act eliminates the deduction of certain base-erosion payments made to related foreign corporations, and impose a minimum tax if greater than regular tax. The Company does not expect it will be subject to this tax and therefore has not included any tax impacts of BEAT in its consolidated financial statements for the year ended December 31, 2019 and 2018.
On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Cuts and Jobs Act. The Company had recognized the provisional tax impacts related to deemed repatriated earnings and the revaluation of deferred tax assets and liabilities and included these amounts in its consolidated financial statements for the year ended December 31, 2017. The accounting for these income tax effectswere enacted as part of the Tax Cuts and Jobs Act was completed duringof 2017 (“TCJA”). Some of the fourth quarterkey changes include eliminating the 80% of taxable income limitation by allowing corporate entities to fully utilize NOLs to offset taxable income in 2018, 2019 and 2020, allowing NOLs originating in 2018, 2019 and 2020 to be carried back five years, enhanced interest deductibility, and retroactively clarifying the provisionalimmediate recovery of qualified improvement property costs rather than over a 39-year recovery period. As a result of the on-going COVID-19 pandemic, the Company generated a significant tax impacts were adjustedloss for the year ended December 31, 2018.2020, which was carried back under the CARES Act to recover previously paid income taxes. During the years ended December 31, 2021 and 2020, the Company recorded a tax benefit relating to the NOL carryback provisions and the technical correction for qualified improvement property provided for in the CARES Act of approximately $0.3 million and $1.5 million respectively. No tax benefit was recorded for the year ending December 31, 2022.
The Inflation Reduction Act of 2022 (IRA) was signed into law on August 16, 2022. Key provisions under the IRA include a 15% corporate alternative minimum tax imposed on certain large corporations and the extension and expansion of clean energy tax incentives. There were no impacts related to the IRA recorded for the year ending December 31, 2022.
NOTE 12 — PROFIT SHARING/401(k)401K PLAN
The Company offers eligible domestic full-time employees participation in certain profit sharing/401(k)401K plans. The plans provide for a discretionary annual company contribution. In addition, employees may contribute a portion of their salary to the plans which, under certain of the profit sharing/401K plans, is partially matched by the Company. In response to the impact of the COVID-19 pandemic, both the discretionary Company contribution and the match were temporarily suspended beginning in the second quarter of 2020. The discretionary Company contribution and, where applicable, the matching contribution, were reinstated in the fourth quarter of 2021. The plans may be amended or terminated at any time.
Total charges to income before income taxes for these plans were approximately $10.0$4.7 million, $8.3$4.3 million and $7.4$3.3 million in 2019, 20182022, 2021 and 2017,2020, respectively. The Company has funded the 2021 and 2022 contributions to date with treasury stock in lieu of cash and will fund the remaining 2022 contribution with treasury stock in the first quarter of 2023.
NOTE 13 — RETIREMENT PLANS AND RELATED POST RETIREMENT BENEFITS
The Company has 2two non-qualified supplemental retirement defined benefit plans (“SERP” and “SERP II”) for certain current and retired executive officers. The accumulated benefit obligation of the plans as of December 31, 20192022 and 20182021 amounts to $25.2$20.5 million and $21.0$28.5 million, respectively.
The Plansplans provide for benefits based upon average annual compensation and years of service and, in the case of SERP, there are offsets for social security and profit sharing benefits. It is the Company’s intent to fund the plans as plan benefits become payable, since 0no assets exist at December 31, 20192022 or 20182021 for either of the plans.
The Company accounts for the funded status (i.e., the difference between the fair value of plan assets and the projected benefit obligations) of its pension plans in accordance with the recognition and disclosure provisions of ASC Topic 715, Compensation, Retirement Benefits, which requires the Company to recognize the funded status in its balance sheet, with a corresponding adjustment to Accumulated Other Comprehensive Income (“AOCI”), net of tax. These amounts will be subsequently recognized as net periodic pension cost pursuant to the Company’s historical policy for amortizing such amounts. Further, actuarial gains and losses that arise in subsequent periods and are not recognized as net periodic pension cost in the same periods will be recognized as a component of AOCI. Those amounts will be subsequently recognized as a component of net periodic pension cost on the same basis as the amounts recognized in AOCI.
Unrecognized prior service costs of $2.2$1.0 million ($2.81.6 million net of $0.6 million in taxes) and unrecognized actuarial losses of $6.0$0.8 million ($7.62.4 million net of $1.6 million in taxes) are included in AOCI at December 31, 20192022 and have not yet been recognized in net periodic pension cost. The prior service cost included in AOCI that is expected to be recognized in net periodic pension cost during the fiscal year-ended December 31, 2020 is $0.3 million ($0.4 million net of $0.1 million in taxes). The actuarial loss included in AOCI expected to be recognized in net periodic pension cost during the fiscal year-ended December 31, 2020 is $0.5 million ($0.6 million net of $0.1 million in taxes).
The reconciliation of the beginning and ending balances of the projected benefit obligation of the plans for the years ended December 31 is as follows:
| | (In thousands) | (In thousands) | 2019 | | 2018 | (In thousands) | 2022 | | 2021 |
| Funded Status | Funded Status | | | | Funded Status | | | |
| Projected Benefit Obligation | Projected Benefit Obligation | | Projected Benefit Obligation | |
| Beginning of the Year — January 1 | Beginning of the Year — January 1 | $ | 21,970 | | | $ | 25,141 | | Beginning of the Year — January 1 | $ | 30,503 | | | $ | 31,730 | |
| Service Cost | Service Cost | 181 | | | 200 | | Service Cost | 138 | | | 195 | |
| Interest Cost | Interest Cost | 916 | | | 899 | | Interest Cost | 834 | | | 764 | |
| Actuarial Loss (Gain) | 3,827 | | | (3,922) | | |
| Actuarial Gain | | Actuarial Gain | (4,917) | | | (1,838) | |
| Benefits Paid | Benefits Paid | (347) | | | (348) | | Benefits Paid | (348) | | | (348) | |
| End of the Year — December 31 | End of the Year — December 31 | $ | 26,547 | | | $ | 21,970 | | End of the Year — December 31 | $ | 26,210 | | | $ | 30,503 | |
In 2022, the net actuarial gain of $4.9 million is due principally to the increase of 225 basis points in the discount rate used to measure the benefit obligation as of December 31, 2022 compared to the prior year. The assumptions used to calculate the projected benefit obligation as of December 31 are as follows:
| | | 2019 | | 2018 | | 2022 | | 2021 |
| Discount Rate | Discount Rate | 3.17% | | | 4.20% | | Discount Rate | 5.00% | | 2.75% |
| Future Average Compensation Increases | Future Average Compensation Increases | 2.00% | | | 2.00% | | Future Average Compensation Increases | 2.00% - 3.00% | | 2.00% - 3.00% |
The plans are unfunded at December 31, 20192022 and are recognized in the accompanying Consolidated Balance Sheets as a current accrued pension liability of $0.3 million and a long-term accrued pension liability of $26.2$25.9 million. This also is the expected future contribution to the plan, since the plan is unfunded.
The service cost component of net periodic benefit cost is included in SG&A expenses, and all other net periodic benefit costs components (such as interest cost, prior service cost amortization and actuarial gain/loss amortization) are reported outside of operating income, within Other Expense, Net of Other Income in the accompanying Consolidated Statements of Operations.
The following table summarizes the components of the net periodic cost for the years ended December 31: | | | | | | | | | | | | | | | | | |
| (In thousands) | 2022 | | 2021 | | 2020 |
| Net Periodic Cost | | | | | |
| Service Cost — Benefits Earned During Period | $ | 138 | | | $ | 195 | | | $ | 223 | |
| Interest Cost | 834 | | | 764 | | | 836 | |
| Amortization of Prior Service Cost | 386 | | | 386 | | | 386 | |
| Amortization of Losses | 949 | | | 1292 | | | 648 | |
| Net Periodic Cost | $ | 2,307 | | | $ | 2,637 | | | $ | 2,093 | |
| | | | | | | | | | | | | | | | | |
| (In thousands) | 2019 | | 2018 | | 2017 |
| Net Periodic Cost | | | | | |
| Service Cost — Benefits Earned During Period | $ | 181 | | | $ | 200 | | | $ | 186 | |
| Interest Cost | 916 | | | 899 | | | 897 | |
| Amortization of Prior Service Cost | 386 | | | 386 | | | 387 | |
| Amortization of Losses | 300 | | | 629 | | | 369 | |
| Net Periodic Cost | $ | 1,783 | | | $ | 2,114 | | | $ | 1,839 | |
The assumptions used to determine the net periodic cost are as follows:
| | | | | | | | | | | | | | | | | |
| 2019 | | 2018 | | 2017 |
| Discount Rate | 4.20% | | | 3.60% | | | 4.20% | |
| Future Average Compensation Increases | 2.00% | | | 2.00% - 3.00% | | 3.00% - 5.00% |
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
| Discount Rate | 2.75% | | 2.42% | | 3.17% |
| Future Average Compensation Increases | 2.00% - 3.00% | | 2.00% - 3.00% | | 2.00% |
The Company expects the benefits to be paid in the next year to be $0.3 million, each of the next fourthree years to be $0.3 million, $0.6 million, $1.0 million in 2024,the year following, and $5.4$10.5 million in the aggregate for the next five years after that. This also is the expected Company contribution to the plans.
Participants in SERP are entitled to paid medical, dental and long-term care insurance benefits upon retirement under the plan. The measurement date for determining the plan obligation and cost is December 31.
The reconciliation of the beginning and ending balances of the accumulated postretirement benefit obligation is $0.8 million and $1.1 million for the years ended December 31, is as follows:
| | | | | | | | | | | |
| (In thousands) | 2019 | | 2018 |
| Funded Status | | | |
| Accumulated Postretirement Benefit Obligation | | | |
| Beginning of the Year — January 1 | $ | 1,136 | | | $ | 1,307 | |
| Service Cost | 13 | | | 16 | |
| Interest Cost | 46 | | | 46 | |
| Actuarial Gain | (28) | | | (162) | |
| Benefits Paid | (63) | | | (71) | |
| End of the Year — December 31 | $ | 1,104 | | | $ | 1,136 | |
The assumptions used to calculate the accumulated post-retirement benefit obligation as of December 31 are as follows:
| | | | | | | | | | | |
| 2019 | | 2018 |
| Discount Rate | 3.17% | | | 4.20% | |
The following table summarizes the components of the net periodic cost for the years ended December 31 as follows:
| | | | | | | | | | | | | | | | | |
| (In thousands) | 2019 | | 2018 | | 2017 |
| Net Periodic Cost | | | | | |
| Service Cost — Benefits Earned During Period | $ | 13 | | | $ | 16 | | | $ | 7 | |
| Interest Cost | 46 | | | 46 | | | 41 | |
| Amortization of Prior Service Cost | 16 | | | 16 | | | 16 | |
| Amortization of Losses | 43 | | | 59 | | | 31 | |
| Net Periodic Cost | $ | 118 | | | $ | 137 | | | $ | 95 | |
The assumptions used to determine the net periodic cost are as follows:
| | | | | | | | | | | | | | | | | |
| 2019 | | 2018 | | 2017 |
| Discount Rate | 4.20% | | | 3.60% | | | 4.20% | |
| Future Average Healthcare Benefit Increases | 4.98% | | | 5.38% | | | 5.50% | |
Unrecognized prior service costs of less than $0.1 million2022 and unrecognized actuarial losses of $0.3 million for medical, dental and long-term care insurance benefits (net of taxes of $0.1 million) are included in AOCI at December 31, 2019 and have not been recognized in net periodic cost. The Company estimates that the prior service costs and net losses in AOCI as of December 31, 2019 that will be recognized as components of net periodic benefit cost during the year ended December 31, 2020 for the Plan will be insignificant. For measurement purposes, a 5.2% increase in the cost of health care benefits was assumed for 2020 and a range between 4.2% and 5.4% from 2021, through 2070. A one percentage point increase or decrease in this rate would change the post retirement benefit obligation by approximately $0.1 million.respectively. The plan is recognized in the accompanying Consolidated Balance SheetSheets as a current accrued pension liability of $0.1 million and a long-termlong-
term accrued pension liability of $1.0$0.7 million. The net periodic cost for the years ended December 31, 2022, 2021 and 2020 is immaterial.
The Company expectsalso has a defined benefit plan related to its subsidiary in France. The measurement date for determining the benefits to be paid in eachplan obligation and cost is December 31. The defined benefit plan has an overfunded asset of the next five years to be less than $0.1 million per year and approximatelyan unfunded liability of $0.3 million for the years ended December 31, 2022 and 2021, respectively. The plan is recognized in the aggregateaccompanying Consolidated Balance Sheets as a long-term asset and long-term liability, respectively. The net periodic cost for the next five years after that. This alsoended December 31, 2022, 2021 and 2020 is the expected Company contribution to the plan, as it is unfunded.immaterial.
The Company is a participating employer in a trustee-managed multiemployer defined benefit pension plan for employees who participate in collective bargaining agreements. The plan generally provides retirement benefits to employees based on years of service to the Company. Contributions are based on the hours worked and are expensed on a current basis. The Planplan is 92.7%98.0% funded as of January 1, 2019.2022. The Company’s contributions to the plan were $1.1$0.5 million in each of 2019, 20182022, $0.4 million in 2021 and 2017.$0.5 million in 2020. These contributions represent less than 1% of total contributions to the plan.
NOTE 14 — SHAREHOLDERS’ EQUITY
Share Buyback Program
On February 24, 2016, theThe Company’s Board of Directors authorizedfrom time to time authorizes the repurchase of up to $50 million of common stock, (the “Buyback Program”). The Buyback Program allowedwhich 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. TheIn the year ended December 31, 2020, the Company repurchased approximately 1,675,000282,000 shares, and completed that program in 2017. On December 12, 2017, the Company’s Board of Directors authorizedat an additional repurchase of up to $50 million of common stock. The Company repurchased approximately 1,823,000 shares and completed that program in the third quarter of 2019. On September 17, 2019, the Company’s Board of Directors authorized an additional repurchase of up to $50 million. An additional 28,000 shares have been repurchased under the new program as of December 31, 2019 at a cost of $0.8 million. Subsequent to December 31, 2019, approximately 282,000 additional shares have been repurchased at aaggregate cost of $7.7 million. The Company has the capacity under the currently authorized program to repurchase additional shares of its common stock with a maximum dollar value of $41.5 million. The Company’s Rule 10b5-1 plan associated with the program was terminated on February 3, 2020. Under its current credit agreement, and as described further in Note 8, the Company is restricted from further stock repurchases under this program.
Reserved Common Stock
At December 31, 2019,2022, approximately 11.810.8 million shares of common stock were reserved for issuance upon conversion of the Class B stock, exercise of stock options, issuance of restricted stock and purchases under the Employee Stock Purchase Plan. Class B Stock is identical to Common Stock, except Class B Stock has 10ten votes per share, is automatically converted to Common Stock on a one-for-one basis when sold or transferred other than via gift, devise or bequest and cannot receive dividends unless an equal or greater amount of dividends is declared on Common Stock.
Comprehensive IncomeLoss and Accumulated Other Comprehensive Income (Loss)Loss
Comprehensive income or loss consists of net income or loss and the after-tax impact of retirement liability adjustments. NaNNo income tax effect is recorded for currency translation adjustments.
The components of accumulated other comprehensive income (loss)loss are as follows:
| | (In thousands) | (In thousands) | 2019 | | 2018 | (In thousands) | 2022 | | 2021 |
| Foreign Currency Translation Adjustments | Foreign Currency Translation Adjustments | $ | (7,042) | | | $ | (7,156) | | Foreign Currency Translation Adjustments | $ | (7,335) | | | $ | (5,407) | |
| Retirement Liability Adjustment – Before Tax | Retirement Liability Adjustment – Before Tax | (10,868) | | | (7,814) | | Retirement Liability Adjustment – Before Tax | (4,473) | | | (11,370) | |
| Tax Benefit | Tax Benefit | 2,282 | | | 1,641 | | Tax Benefit | 2,282 | | | 2,282 | |
| Retirement Liability Adjustment – After Tax | Retirement Liability Adjustment – After Tax | (8,586) | | | (6,173) | | Retirement Liability Adjustment – After Tax | (2,191) | | | (9,088) | |
| Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss | $ | (15,628) | | | $ | (13,329) | | Accumulated Other Comprehensive Loss | $ | (9,526) | | | $ | (14,495) | |
The components of other comprehensive income (loss) income are as follows:
| | (In thousands) | (In thousands) | 2019 | | 2018 | | 2017 | (In thousands) | 2022 | | 2021 | | 2020 |
| Foreign Currency Translation Adjustments | Foreign Currency Translation Adjustments | $ | 114 | | | $ | (2,691) | | | $ | 4,132 | | Foreign Currency Translation Adjustments | $ | (1,928) | | | $ | (939) | | | $ | 2,574 | |
| Retirement Liability Adjustment | Retirement Liability Adjustment | (3,054) | | | 5,174 | | | (2,377) | | Retirement Liability Adjustment | 6,897 | | | 2,894 | | | (3,396) | |
| Tax (Expense) Benefit | 641 | | | (1,087) | | | 387 | | |
| Retirement Liability Adjustment | (2,413) | | | 4,087 | | | (1,990) | | |
| Other Comprehensive (Loss) Income | $ | (2,299) | | | $ | 1,396 | | | $ | 2,142 | | |
| | Other Comprehensive Income (Loss) | | Other Comprehensive Income (Loss) | $ | 4,969 | | | $ | 1,955 | | | $ | (822) | |
In 2022, 2021 and 2020, no tax benefit was recognized as the Company had recorded a full valuation allowance.
NOTE 15 — EARNINGSLOSS PER SHARE
EarningsLoss per share computations are based upon the following table:
| | | | | | | | | | | | | | | | | |
| (In thousands, except per share data) | 2019 | | 2018 | | 2017 |
| Net Income | $ | 52,017 | | | $ | 46,803 | | | $ | 19,679 | |
| Basic Earnings Weighted Average Shares | 32,028 | | | 32,351 | | | 32,874 | |
| Net Effect of Dilutive Stock Options | 431 | | | 785 | | | 844 | |
| Diluted Earnings Weighted Average Shares | 32,459 | | | 33,136 | | | 33,718 | |
| Basic Earnings Per Share | $ | 1.62 | | | $ | 1.45 | | | $ | 0.60 | |
| Diluted Earnings Per Share | $ | 1.60 | | | $ | 1.41 | | | $ | 0.58 | |
The above information has been adjusted to reflect the impact of the three-for-twenty distribution of Class B Stock for shareholders of record on October 12, 2018. | | | | | | | | | | | | | | | | | |
| (In thousands, except per share data) | 2022 | | 2021 | | 2020 |
| Net Loss | $ | (35,747) | | | $ | (25,578) | | | $ | (115,781) | |
| Basic Earnings Weighted Average Shares | 32,164 | | | 31,061 | | | 30,795 | |
| Net Effect of Dilutive Stock Options | — | | | — | | | — | |
| Diluted Earnings Weighted Average Shares | 32,164 | | | 31,061 | | | 30,795 | |
| Basic Loss Per Share | $ | (1.11) | | | $ | (0.82) | | | $ | (3.76) | |
| Diluted Loss Per Share | $ | (1.11) | | | $ | (0.82) | | | $ | (3.76) | |
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 excluded from the computation was approximately 0.51.4 million for the year ended December 31, 2019, 0.22022, 1.2 million for the year ended December 31, 2018,2021, and 0.10.8 million for the year ended December 31, 2017.2020.
The Company has funded substantially all of its 2021 and 2022 401K contributions, and will fund the remaining 2022 401K contributions outstanding, with treasury stock in lieu of cash. The earnings per share computation for the years ended December 31, 2022 and 2021 are is inclusive of approximately 0.1 million and 0.4 million in shares outstanding for the equivalent shares needed to fulfill the respective period’s 401K obligation using the closing share price as of December 31, 2022 and 2021, respectively. Actual shares issued may differ based on the share price on the settlement date.
NOTE 16 — EQUITY COMPENSATION
The Company has equity compensation plans that authorize the issuance of restricted stock units or options for shares of Common Stock to directors, officers and key employees. Equity-based compensation is designed to reward long-term contributions to the Company and provide incentives for recipients to join and to remain with the Company. The exercise price of stock options, determined by a committee of the Board of Directors, may not be less thanis equal to the fair market value of the Common Stock on the grant date. Options become exercisable over periods not exceeding ten years. years, and must be exercised within 10 years from the grant date. The Company’s practice has been to issue new shares upon the exercise of the options.
The Company established its Incentive Stock Option Plans for the purpose of attracting and retaining executive officers and key employees, and to align management’s interest with those of the shareholders. Generally, the options must be exercised within 10 years from the grant date and vest ratably over a five-year period. The exercise price for the options is equal to the share price at the date of grant. At December 31, 2019,2022, the Company had options outstanding for 603,184521,973 shares under the plans.
The Company established the Directors Stock Option Plans for the purpose of attracting and retaining the services of experienced and knowledgeable outside directors, and to align their interest with those of the shareholders. The options must be exercised within ten years from the grant date. The exercise price for the option is equal to the share price at the date of grant and vests six months from the grant date. At December 31, 2019,2022, the Company had options outstanding for 177,08063,149 shares under the plans.
During 2017, the Company established the Long Term Incentive Plan for the purpose of attracting and retaining directors, executive officers and key employees, and to align management's interest with those of the shareholders. The Long Term Incentive Plan contemplates the use of a mix of equity award types, and contains, with certain exceptions, a three-year pro-rata vesting schedule for time-based awards. The Long Term Incentive Plan was amended on December 14, 2018 to provide a six-month pro-rata vesting schedule for directors.types. For stock options, the exercise price is equal to the share price on the date of grant. Upon inception, the remaining options available for future grant under the 2011 Incentive Stock Option Plan and the Directors Stock Option Plans were rolled in the Long Term Incentive Plan, and no further grants may be made out of those plans. At December 31, 2019,2022, the Company had stock options and RSU's outstanding of 453,733that covered 1,369,810 shares under the Long Term Incentive Plan, and there were 1,305,6131,226,057 shares available for future grant under this plan.
Stock compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Vesting requirements vary for directors, officers and key employees. In general, options or RSU’s granted to outside directors vest six months from the date of grant and options granted to officers and key employees straight line vest over a fivethree-year- to five-year period from the date of grant. RSUsRSU’s granted to officers and key employees generally cliff vest three years from the date of grant.
The following table provides compensation expense information based on the fair value of stock options and RSU's for the years ended December 31 as follows:
| | (In thousands) | (In thousands) | 2019 | | 2018 | | 2017 | (In thousands) | 2022 | | 2021 | | 2020 |
| Equity-based Compensation Expense | Equity-based Compensation Expense | $ | 3,843 | | | $ | 3,098 | | | $ | 2,598 | | Equity-based Compensation Expense | $ | 6,497 | | | $ | 6,460 | | | $ | 5,184 | |
| Tax Benefit | Tax Benefit | (452) | | | (179) | | | (140) | | Tax Benefit | (1,068) | | | (924) | | | (709) | |
| Equity-based Compensation Expense, Net of Tax | Equity-based Compensation Expense, Net of Tax | $ | 3,391 | | | $ | 2,919 | | | $ | 2,458 | | Equity-based Compensation Expense, Net of Tax | $ | 5,429 | | | $ | 5,536 | | | $ | 4,475 | |
Tax benefit excludes the impact of valuation allowances recorded against deferred tax assets.
Stock Options
| | | | | | | | | | | | | | | | | |
| 2019 | | 2018 | | 2017 |
| Weighted Average Fair Value of the Options Granted | $ | 11.93 | | | $ | 14.64 | | | $ | 15.30 | |
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
| Weighted Average Fair Value of the Options Granted | $ | 5.97 | | | $ | 7.05 | | | $ | — | |
The weighted average fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:
| | | | | | | | | | | | | | | | | |
| 2019 | | 2018 | | 2017 |
| Risk-free Interest Rate | 1.67% – 1.78% | | 2.63% – 2.87% | | 2.05% – 2.36% |
| Dividend Yield | —% | | | —% | | | —% | |
| Volatility Factor | 0.39 | | 0.39 | | 0.40 – 0.41 |
| Expected Life in Years | 5.0 – 7.0 | | 5.0 – 8.0 | | 5.0 – 8.0 |
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
| Risk-free Interest Rate | 3.48% – 3.62% | | 0.45% - 1.52% | | —% |
| Dividend Yield | —% | | —% | | —% |
| Volatility Factor | 0.61 | | 0.58 | | — |
| Expected Life in Years | 5 – 9 years | | 5 - 10 years | | — |
To determine expected volatility, the Company uses historical volatility based on weekly closing prices of its Common Stock and considers currently available information to determine if future volatility is expected to differ over the expected terms of the options granted. The risk-free rate is based on the U.S. Treasury yield curve at the time of grant for the appropriate term of the options granted. Expected dividends are based on the Company’s history and expectation of dividend payouts. The expected term of stock options is based on vesting schedules, expected exercise patterns and contractual terms.
A summary of the Company’s stock option activity and related information for the yearsyear ended December 31 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2019 | | | | | | 2018 | | | | | | 2017 | | | | |
(Aggregate intrinsic value in
thousands) | Options | | Weighted Average Exercise Price | | Aggregate Intrinsic Value | | Options | | Weighted
Average
Exercise
Price | | Aggregate
Intrinsic
Value | | Options | | Weighted
Average
Exercise
Price | | Aggregate
Intrinsic
Value |
| Outstanding at January 1 | 1,327,919 | | | $ | 18.13 | | | $ | 13,042 | | | 1,506,604 | | | $ | 14.65 | | | $ | 23,801 | | | 1,539,017 | | | $ | 12.91 | | | $ | 35,630 | |
| Options Granted | 138,300 | | | $ | 30.04 | | | $ | (289) | | | 120,270 | | | $ | 32.33 | | | $ | (226) | | | 118,612 | | | $ | 33.40 | | | $ | 315 | |
| Options Exercised | (313,326) | | | $ | 5.38 | | | $ | (7,072) | | | (274,941) | | | $ | 3.89 | | | $ | (7,303) | | | (131,904) | | | $ | 9.77 | | | $ | (3,467) | |
| Options Forfeited | (36,848) | | | $ | 21.56 | | | $ | (235) | | | (24,014) | | | $ | 34.13 | | | $ | 88 | | | (19,121) | | | $ | 24.27 | | | $ | (225) | |
| Outstanding at December 31 | 1,116,045 | | | $ | 23.07 | | | $ | 5,446 | | | 1,327,919 | | | $ | 18.13 | | | $ | 16,360 | | | 1,506,604 | | | $ | 14.65 | | | $ | 32,253 | |
| Exercisable at December 31 | 802,873 | | | $ | 19.79 | | | $ | 6,551 | | | 1,043,596 | | | $ | 14.27 | | | $ | 16,885 | | | 1,252,315 | | | $ | 11.17 | | | $ | 31,177 | |
| | | | | | | | | | | | | | | | | |
| 2022 |
| (Aggregate intrinsic value in thousands) | Options | | Weighted Average Exercise Price | | Aggregate Intrinsic Value |
| Outstanding at January 1 | 1,263,658 | | | $ | 21.64 | | | $ | — | |
| Options Granted | 276,298 | | | $ | 9.74 | | | $ | — | |
| Options Exercised | (51,138) | | | $ | 9.85 | | | $ | — | |
| Options Forfeited | (112,100) | | | $ | 13.33 | | | $ | — | |
| Outstanding at December 31 | 1,376,718 | | | $ | 20.37 | | | $ | — | |
| Exercisable at December 31 | 687,682 | | | $ | 27.35 | | | $ | — | |
The aggregate intrinsic value in the preceding table represents the total pretax option holder’s intrinsic value, based on the Company’s closing stock price of the Company’s Common Stock which would have been received by the option holders had all option holders exercised their options as of that date. The Company’s closing stock price of the Company’s Common Stock was $27.95, $30.45$10.30, $12.00 and $36.06$13.23 as of December 31, 2019, 20182022, 2021 and 2017,2020, respectively. As the stock price of $10.30 was below the weighted average exercise price, intrinsic value is zero.
The weighted average fair value of options vested during 2019, 20182022, 2021 and 20172020 was $15.91, $16.54$12.89, $14.58 and $12.39,$14.77, respectively. The total fair value of options that vested during the year amounted to $1.6$2.4 million, $1.4$1.2 million and $1.6$1.4 million for the years ended December 31, 2019, 20182022, 2021 and 2017,2020, respectively. At December 31, 2019,2022, total compensation costs related to non-vested option awards not yet recognized amounts to $5.2$4.6 million and will be recognized over a weighted average period of 2.34approximately 3 years.
The following is a summary of weighted average exercise prices and contractual lives for outstanding and exercisable stock options as of December 31, 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Outstanding | | | | | | Exercisable | | | | |
| Exercise Price Range | Shares | | Weighted Average Remaining Life in Years | | Weighted Average Exercise Price | | Shares | | Weighted Average Remaining Life in Years | | Weighted Average Exercise Price |
| $ 3.19 – $ 13.63 | 419,944 | | | 1.9 | | $ | 9.58 | | | 419,944 | | | 1.9 | | $ | 9.58 | |
| $ 22.69 – $ 35.82 | 677,848 | | | 7.3 | | $ | 30.82 | | | 364,676 | | | 6.0 | | $ | 30.25 | |
| $ 45.89 – $ 45.89 | 18,253 | | | 5.2 | | $ | 45.89 | | | 18,253 | | | 5.2 | | $ | 45.89 | |
| 1,116,045 | | | 5.2 | | $ | 23.07 | | | 802,873 | | | 3.8 | | $ | 19.79 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Outstanding | | Exercisable |
| Exercise Price Range | Shares | | Weighted Average Remaining Life in Years | | Weighted Average Exercise Price | | Shares | | Weighted Average Remaining Life in Years | | Weighted Average Exercise Price |
| $3.19 – $14.45 | 757,791 | | | 8.9 | | $ | 11.59 | | | 140,770 | | | 7.9 | | $ | 12.28 | |
| $22.69 – $35.82 | 609,800 | | | 4.5 | | $ | 30.91 | | | 537,785 | | | 4.1 | | $ | 30.97 | |
| $45.89 – $45.89 | 9,127 | | | 2.2 | | $ | 45.89 | | | 9,127 | | | 2.2 | | $ | 45.89 | |
| 1,376,718 | | | 6.9 | | $ | 20.37 | | | 687,682 | | | 4.9 | | $ | 27.35 | |
Restricted Stock Units
The fair value of each RSU granted is equal to the fair market value of the Company’s Common Stock on the date of grant. The RSU’s granted to employees generally cliff vest three years from the date of grant, while RSU’s granted to directors cliff vest six months from the date of grant. There were 87,634314,264 RSU’s granted in 20192022 at a weighted-average price of $36.01,$13.56, of which 17,776129,422 awards were vested and issued during 2019.2022. Forfeitures during the year were insignificant.25,781. Included in total equity-based compensation expense for the year ended December 31, 20192022 was $1.6$3.5 million related to RSU's.RSU’s. At December 31, 2019,2022, total compensation costs related to non-vested awards not yet recognized amounts to $2.2$3.5 million and will be recognized over a weighted average period of approximately 2 years.
Employee Stock Purchase Plan
In addition to the stock options and RSU's discussed above, the Company has established the Employee Stock Purchase Plan to encourage employees to invest in Astronics Corporation. The plan provides employees the opportunity to invest up to the IRS annual maximum of approximately $25,000 in Astronics common stock at a price equal to 85% of the fair market value of the Astronics common stock, determined each October 1. Employees are allowed to enroll annually. Employees indicate the number of shares they wish to obtain through the program and their intention to pay for the shares through payroll deductions over the annual cycle of October 1 through September 30. Employees can withdraw anytime during the annual cycle, and all money withheld from the employeesemployees’ pay is returned with interest.returned. If an employee remains enrolled in the program, enough money will have been withheld from the employees’ pay during the year to pay for all the shares that the employee opted for under the program. At December 31, 2019,2022, employees had subscribed to purchase 133,979473,666 shares at $24.75$7.10 per share. The weighted average fair value of the options was approximately $8.26, $8.48$2.39, $5.00 and $5.15$3.43 for options granted during the year ended December 31, 2019, 20182022, 2021 and 2017,2020, respectively.
The fair value for the options granted under the Employee Stock Purchase Plan was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2019 | | | 2018 | | | 2017 | |
| Risk-free Interest Rate | 1.73 | % | | | 2.60 | % | | | 1.31 | % | |
| Dividend Yield | — | % | | | — | % | | | — | % | |
| Volatility Factor | 0.53 | | | | 0.33 | | | | 0.26 | | |
| Expected Life in Years | 1.0 | | | 1.0 | | | 1.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
| Risk-free Interest Rate | 4.01 | % | | | 0.09 | % | | | 0.12 | % | |
| Dividend Yield | — | % | | | — | % | | | — | % | |
| Volatility Factor | 0.50 | | | 0.71 | | | 1.00 | |
| Expected Life in Years | 1.0 | | | 1.0 | | | 1.0 | |
NOTE 17 — FAIR VALUE
ASC Topic 820, Fair Value Measurements and Disclosures, (“ASC Topic 820”) defines fair value, establishes a framework for measuring fair value and expands the related disclosure requirements. This statement applies under other accounting pronouncements that require or permit fair value measurements. The statement indicates, among other things, that 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. ASC Topic 820 defines fair value 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.
ASC Topic 820 establishes 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.
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. There were 0 financial
On October 4, 2019, the Company acquired the stock of the primary operating subsidiaries as well as certain other assets or liabilities carriedfrom mass transit and defense market test solution provider, Diagnosys Test Systems Limited. The purchase consideration included an earnout estimated at a fair value measured on a recurring basisof $2.5 million at December 31, 2019 or 2018.
the time of acquisition. The terms of the Diagnosys acquisition allow for a potential earn-outearnout of up to an additional $13.0 million over the next three years post-acquisition based on achievement of new order levels of over $72.0 million during that period. The fair value of this contingent consideration is estimated at $2.5 million as of December 31, 2019. The fair value assigned to the earn-out isearnout 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 December 31, 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 Statements of Operations in the year ended December 31, 2021. No amounts have been paid or are payable related to this earnout.
There were no other financial assets or liabilities carried at fair value measured on a recurring basis at December 31, 2022 or 2021.
On a Non-recurring Basis:
In accordance with the provisions of ASC Topic 350, Intangibles – Goodwill and Other, the Company estimates the fair value of reporting units, utilizing unobservable Level 3 inputs. Level 3 inputs require significant management judgment due to the absence of quoted market prices or observable inputs for assets of a similar nature. The Company utilizes a discounted cash flow method to estimate the fair value of reporting units utilizing unobservable inputs. The fair value measurement of the reporting unit under the step-one analysis of the quantitative goodwill impairment test are classified as Level 3 inputs. In 2019, we performed quantitative assessments for the reporting units which had goodwill as of the first day of the fourth quarter, prior to the initiation of the AeroSat restructuring activities. Based on our quantitative assessment, the Company recorded a full impairment charge of approximately $1.6 million in the December 31, 2019 consolidated statement of operations associated with the AeroSat reporting unit.
There were 0no impairment charges to goodwill in any of the Company’s reporting units in 2018.
As a resultfurther discussed in Note 7, we performed interim quantitative assessments for the reporting units which had goodwill as of the annual goodwill impairment test for 2017,March 28, 2020. Based on our quantitative assessments, the Company recorded annon-cash goodwill impairment chargecharges associated with four Aerospace reporting units, totaling approximately $86.3 million within the Impairment Loss line in the Consolidated Statements of $16.2 million related toOperations in the Armstrong reporting unit.year ended December 31, 2020. The goodwill impairment loss was calculated as the amount by whichdifference between the fair value of the reporting unit's carrying value exceeded its fair value, not to exceedunit (which was calculated using level 3 inputs) and the carrying value of goodwill.the reporting unit.
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 of the asset or asset group (which are Level 3 inputs) with the asset of asset group’s 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 December 31, 2022 and 2021, the Company concluded that no indicators of impairment relating to long-lived assets existed.
In conjunction with the restructuring of AeroSat in 2019,deteriorating economic conditions associated with the CompanyCOVID-19 pandemic, we recorded an impairment chargescharge to long-lived assets including intangible assets, property, plant and equipment and ROU assets of approximately $9.5$0.7 million incurred in the Aerospace segment within the Impairment Loss line in the Consolidated StatementStatements of Operations associated tofor the AeroSat reporting unit in conjunction with restructuring activities.
There were 0 impairment charges to any of the Company’s long-lived assets in either of the Company’s segments in 2018 or 2017.year ended December 31, 2020.
From time to time, the Company makes long-term, strategic equity investments in companies to promote business and strategic objectives. These investments are included in Other Assets on the Consolidated Balance Sheets. One of the investments incurred a full impairment charge which accounts for $5.0$3.5 million recorded within the Other Expense, Net of Other Income line
in the accompanying Consolidated StatementStatements of Operations for the year ended December 31, 2019. This is a2020. No such impairment was recorded in 2022 or 2021. These are Level 3 measurementmeasurements as there were no observable price changes during the year.
The FreedomOf the severance charges recorded, $0.6 million and Diagnosys intangible assets$2.6 million in 2021 and 2020, respectively, qualify as one-time termination benefit arrangements and were valuedinitially measured at fair value using a discounted cash flow methodology, as of their respective acquisitions dates, and are classified as Levellevel 3 inputs.
Due to their short-term nature, the carrying value of cash and equivalents, accounts receivable accounts payable, and notesaccounts 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.
NOTE 18 — SELECTED QUARTERLY FINANCIAL INFORMATION
The following table summarizes selected quarterly financial information for 20192022 and 2018:2021: | | | | | | | | | | | |
| | Quarter Ended |
| (Unaudited) | December 31, | | December 31, |
| (In thousands, except for per share data) | 2022 | | 2021 |
| Sales | $ | 158,153 | | | $ | 116,052 | |
| Gross Profit (Sales Less Cost of Products Sold) | $ | 21,510 | | | $ | 18,464 | |
| Net Gain on Sale of Facility | $ | — | | | $ | 5,014 | |
| Earnout on Previous Sale of Business | $ | — | | | $ | 10,677 | |
| Loss Before Income Taxes | $ | (7,208) | | | $ | (151) | |
| Net (Loss) Income | $ | (6,779) | | | $ | 1,604 | |
| Basic (Loss) Earnings Per Share | $ | (0.21) | | | $ | 0.05 | |
| Diluted (Loss) Earnings Per Share | $ | (0.21) | | | $ | 0.05 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Quarter Ended | | | | | | | | | | | | | | |
| (Unaudited) | Dec. 31, | | Sep. 28, | | June 29, | | March 30, | | Dec. 31, | | Sep. 29, | | June 30, | | March 31, |
| (In thousands, except for per share data) | 2019 | | 2019 | | 2019 | | 2019 | | 2018 | | 2018 | | 2018 | | 2018 |
| Sales | $ | 198,412 | | | $ | 177,018 | | | $ | 189,098 | | | | $ | 208,174 | | | | $ | 202,917 | | | | $ | 212,674 | | | | $ | 208,606 | | | | $ | 179,059 | |
| Gross Profit (sales less cost of products sold) | $ | 26,908 | | | $ | 36,794 | | | $ | 40,363 | | | | $ | 52,077 | | | | $ | 47,672 | | | | $ | 46,320 | | | | $ | 49,572 | | | | $ | 37,132 | |
| Impairment Loss | $ | 11,083 | | | $ | — | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | | | | $ | — | |
| Income Before Income Taxes | $ | (43,282) | | | $ | 1,760 | | | $ | 8,830 | | | | $ | 100,995 | | | | $ | 15,594 | | | | $ | 15,580 | | | | $ | 17,182 | | | | $ | 3,926 | |
| Net Income | $ | (34,065) | | | $ | 1,210 | | | $ | 6,726 | | | | $ | 78,146 | | | | $ | 12,485 | | | | $ | 16,999 | | | | $ | 14,025 | | | | $ | 3,294 | |
| Basic Earnings Per Share | $ | (1.10) | | | $ | 0.04 | | | $ | 0.21 | | | | $ | 2.40 | | | | $ | 0.38 | | | | $ | 0.53 | | | | $ | 0.43 | | | | $ | 0.10 | |
| Diluted Earnings Per Share | $ | (1.10) | | | $ | 0.04 | | | $ | 0.20 | | | | $ | 2.35 | | | | $ | 0.37 | | | | $ | 0.52 | | | | $ | 0.42 | | | | $ | 0.10 | |
Information for 2019 includes the results of Freedom, acquired on July 1, 2019, and Diagnosys, acquired on October 4, 2019, each from the acquisition date forward. Information for 2019 reflects the divestitureA former customer filed a lawsuit alleging damages associated with defective product in 2019. Mediation of the semiconductor business on February 13, 2019.
Additionally, several events occurredmatter was held in November 2022. The Company agreed to make a payment of $2.0 million to settle the matter in the third quarter of 2022. The Company was indemnified by other parties for approximately $1.5 million and recorded a gain as an offset to Selling, General and Administrative expense in the fourth quarter of 20192022. The Company has also experienced material and labor inflation throughout 2022 which impactedalso impacts the resultscomparability against the fourth quarter of 2021.
In the fourth quarter of 2021, a portion of the AMJP grant received of $7.6 million was recognized as presented. Information included in 2019 is impactedan offset to cost of products sold. This benefit was offset by a significant increaselegal accrual recorded of $8.4 million relating to a legal reservean adverse ruling of an ongoing patent infringement case. In addition, the Company agreed to an earnout, shown above, with the buyer of the former semiconductor test business as well as restructuring, impairmentmore fully described in Note 21 and other charges assold one of its Aerospace facilities, resulting in $5.0 million gain on sale discussed in Note 1922. In the fourth quarter of 2021, after completion of the tax returns for the year ended December 31, 2020, the Company recorded a current federal tax benefit of approximately $1.7 million related to additional net operating loss and Note 23R&D tax credits that will be carried back to prior tax years in our consolidated financial statements, respectively.order to claim a refund.
NOTE 19 — COMMITMENTS AND CONTINGENCIESLEGAL PROCEEDINGS
The Company leases certain facilities and equipment under various lease contracts with terms that meet the accounting definition of operating leases, as well as finance leases. Refer to Note 10 for additional information.
Legal ProceedingsLufthansa
On December 29, 2010, Lufthansa Technik AG (“Lufthansa”) filed a Statement of Claim in the Regional State Court of Mannheim, Germany. Lufthansa’s claim asserted that a subsidiary of the Company, AES, sold, marketed, and brought into use in Germany a power supply system that infringes upon a German patent held by Lufthansa. Lufthansa sought an order requiring AES to stop selling and marketing the allegedly infringing power supply system, a recall of allegedly infringing products sold to commercial customers in Germany since November 26, 2003, and compensation for damages related to direct sales of the allegedly infringing power supply system in Germany (referred to as “direct sales”). The claim did not specify an estimate of damages and a related damages claim is being pursued by Lufthansa in separate court proceedings in an action filed in July 2017, as further discussed below.
In February 2015, the Regional State Court of Mannheim, Germany rendered its decisionheld that the patent was infringed. The judgment did not require AES to recall products that are already installed in aircraft or had been sold to other end users. On July 15, 2015, Lufthansa advised AES of their intention to enforce the accounting provisions of the decision, which required AES to provide certain financial information regarding direct sales of the infringing product in Germany to enable Lufthansa to make an estimate of requested damages.
The Company appealed to the Higher Regional Court of Karlsruhe. On November 15, 2016, the Higher Regional Court of Karlsruhe issued its ruling and upheld the lower court’s decision. The Company submitted a petitionsought permission to grant AES leave for appeal to the German Federal Supreme Court. On April 18, 2018, the German Federal Supreme Court granted Astronics’ petition in part, namely with respect to the part concerning the amount of damages. On January 8, 2019, the German Federal Supreme Court held the hearing on the appeal. By judgment of March 26, 2019, the German Federal Supreme Court dismissed AES's appeal. With this decision, the above-mentionedabove mentioned proceedings are complete.
In July 2017, Lufthansa filed an action in the Regional State Court of Mannheim for payment of damages caused by the court’s decision that AES infringed the patent, specifically related toAES’s direct sales of the product into Germany (associated with the original December 2010 action discussed above). In this action, which was served to AES on April 11, 2018, Lufthansa claimed payment of approximately $6.2 million plus interest. An oral hearing was held on September 13, 2019.Germany. A first instance decision is in this matter was handed down on December 6, 2019.
According to this ruling, Lufthansa was awarded damages in the amount of approximately $3.2 million plus interest. Inclusive of interest, this equates to approximately $4.5 million through December 31, 2019. Interest will continue to accrue at a statutory rate until final payment to Lufthansa. In February 2020 we received notice that Lufthansa’s intention is to provide a security and to enforce payment on the first instance judgment. If Lufthansa provides a security deposit in a sufficient amount, as they have stated is their intention, the Company will be required to remit the payment. Based on this information, we believe payment for damages and interest on the direct sales claim will be required in 2020. AES has appealed this decision and the appeal is currently pending before the Higher Regional Court of Karlsruhe. If the first instance judgment is later reversed on appeal, the Company could reclaim any amounts that the court determines to be “excessive”, but there can be no assurances that we will be successful on such appeal. Prior to 2019, the Company had accrued $1.0 million related to this matter. As a result of the judgment on direct sales into Germany, the Company has reflectedrecognized an incremental reserve of $3.5 million in its December 31, 2019 financial statements related to this matter,matter. In 2020, AES made payment of $4.7 million, inclusive of interest, in satisfaction of the first instance judgment. Both AES and Lufthansa have appealed this decision and the appeal is currently pending before the Higher Regional Court of Karlsruhe. An oral hearing has been scheduled by the appellate court for a total reserveApril 12, 2023. A decision is expected on the appeals of $4.5 million.both parties in the second quarter of 2023. If the first instance judgment is later reversed on appeal, the Company could reclaim any amounts that were previously paid to Lufthansa that are in excess of the amount awarded by the appellate court, but there can be no assurances that we will be successful on such appeal. Further, if Lufthansa is successful on their appeal, additional damages may be awarded to them.
On December 29, 2017, Lufthansa filed another infringement action against AES in the Regional State Court of Mannheim claiming that sales by AES to its international customers have infringed Lufthansa's patent if AES's customers later shipped the products to Germany (referred to as “indirect sales”). This action, therefore, addresses sales other than those covered by the action filed on December 29, 2010, discussed above. In this action, served on April 11, 2018, Lufthansa sought an order obliging AES to provide information and accounting and a finding that AES owes damages for the attacked indirect sales. Moreover, Lufthansa sought accounting and a finding that the sale of individual components of the EmPower system – either directly to Germany or to international customers if these customers later shipped products to Germany – constitutes an indirect patent infringement of Lufthansa's patent in Germany. In addition, Lufthansa sought an order obliging AES to confirm by an affidavit that the accounting provided in September 2015 was accurate and a finding that AES is also liable for damages for the sale of modified products if the modification of the products was not communicated to all subsequent buyers of the products. No amount of claimed damages has been specified by Lufthansa.
An oral hearing in this matter was held on September 13, 2019, as part of the oral hearing for the direct sales damages claim discussed above. A first instance decision in this matter was handed downissued on December 6, 2019. According to this judgment, Lufthansa's claims were granted in part. The court granted Lufthansa's claims for a findingCourt found that indirect sales (as defined above)
by AES to international customers constitute ainfringe the patent infringement under the conditions specified in the judgment and that the sale of components of the EmPower system to Germany constitutes an indirect patent infringement. Moreover, the Court granted Lufthansa's request for an affidavit confirming that the accounting provided in September 2015 was accurate. The Court rejected Lufthansa's request for a findingclaim that AES is also liable for damages for the sale of modified products as inadmissible.products. This means that AES is relevant, as it providesnot liable for damages based on the sale of modified outlet units that once AES modified the system to removeremoved the infringing feature, any subsequent outlets are deemed not to be infringing outlets for purposes of calculating damages.feature. AES and Lufthansa both appealed this decision and the appeal is currently pending before the Higher Regional Court of Karlsruhe. TheAn oral hearing is scheduled for June 14, 2023, with a decision expected approximately one month later. In its appeal, is not likely toLufthansa requested an additional finding that AES shall be settled in 2020.held liable for all damages (in an unspecified amount) caused by AES’s alleged incorrect accounting of its past sales.
If the December 6, 2019 decision of the Regional State Court of Mannheim is confirmed on appeal, this would mean that AES would be responsible for payment of damages for indirect sales of patent-infringing EmPower in-seat power supply systems in the period from December 29, 2007 to May 22, 2018. AES modified the outlet units at the end of 2014 and substantially all of the modified outlet units sold from 2015 do not infringe the patent of Lufthansa. Since only sales of systems comprising patent-infringing outlet units trigger damages claims,As a result, the period for which AES is liable for damages in connection with indirect sales into Germany substantially finished at the end of 2014.
After the accounting, Lufthansa is expected to enforce its claim for damages in separate court proceedings. These proceedings would probablymost likely be tried before the Mannheim Court again, which makes it probable that the Mannheim court will determine the damages for the indirect sales on the basis of the same principles as in the direct sales proceedings.proceedings (unless the latter ruling of the Mannheim court is reversed on appeal). Based on the information available currently,and the determination of the damages in the direct sales claim discussed above, we estimateestimated that the resulting damages wouldCompany’s total exposure related to these matters that was probable and that could be reasonably estimated at December 31, 2019 was approximately $11.6 million plus approximately $4.5 million of accrued interest, at the end of 2019, for a total of approximately $16.1 million. Similar to the direct sales claim, interestInterest will accrue at a rate of 5% above the European Central Bank rate until final payment to Lufthansa.
Based upon the determination of the damages in the direct sales claim discussed above, in the December 31, 2019 consolidated financial statements, we have reflected a total accrual (inclusive of interest through December 31, 2019) of $4.5 Approximately $0.6 million related to the direct sales claim, and $16.1 million related to the indirect sales claim as management’s best estimate of the total exposure related to these matters that is probable and that can be reasonably estimated at this time. Expenses recorded in 2019 related to these claims ($3.5 million related to the direct sales claim and $16.1 million related to the indirect sales claim) have beenwas recorded within Selling, General and Administrative ExpenseExpenses in the Company’s Consolidated StatementStatements of Operations. We estimate that paymentOperations in each of 2022, 2021 and 2020, respectively, for the damages and relatedadditional interest of the direct sales claim will be paid before December 31, 2020, therefore the liability related to this matter, totaling $4.5 million, is classified within Other Accrued Expenses (current) in the Consolidated Balance Sheet at December 31, 2019. accrued during such periods.
In connection with the indirect sales claims, we currently believe it is unlikely that the appeals process will be completed and theany damages and related interest will be paid before December 31, 2020.2023. Therefore, the liability related to this matter, totaling $16.1$17.8 million and $17.3 million, is classified within Other Liabilities (non-current) in the Consolidated Balance SheetSheets at December 31, 2019.2022 and 2021, respectively. This amount may be adjusted depending on the decision of the court on the direct sales damages appeal referred to previously.
In December 2017, Lufthansa filed patent infringement cases in the UKUnited Kingdom (“UK”) and in France against AES.France. The Lufthansa patent expired in May 2018. In those cases, Lufthansa accuses AES and certain of its customers of having manufactured, used, sold and offered for sale a power supply system, and offered and supplied parts for a power supply system that infringed upon a Lufthansa patent in those respective countries. In the UKnormal course of its supply arrangements, AES has indemnified its customers from liability arising from such matters, and as such will bear responsibility for any monetary damages arising from such claims.
In the French matter, there was a trial has been scheduledhearing on the validity of the patent in October 2020. On December 4, 2020, the Court held the French patent invalid for June 2020 to address the issuesall asserted claims. There can consequently be no finding of infringement on first instance. Lufthansa has appealed this judgment. The appeal hearing took place on December 8, 2022 and validity.on February 24, 2023, the court
The France and UK claims are separate and apart from
upheld the claims in Germany and validity and infringement of the Lufthansa patent will first need to be determined by the courts in these countries, whose laws differ from those in Germany. Also the principles of calculating damages in German patent infringement proceedings differ substantially from the calculation methods in the UK and France. Therefore the Company has assessed this separate from the German claims. However, it reasonably possible that additional damages and interest could be incurred if the courts in France and the UK were to ruleinstance judgment in favor of Lufthansa, but at this time we cannot reasonably estimate the range of loss.AES. As loss exposure is neithernot probable norand estimable at this time, the Company has not recorded any liability with respect to these mattersthe French matter as of December 31, 2019.2022 or 2021.
In the UK matter, a trial took place in June 2020 to address the issues of infringement and validity of the patent. On June 22, 2020, the Court held the UK patent valid and 3 out of 4 asserted claims infringed. In contrast to the decisions in Germany, the UK Court found that the modified components infringed a valid claim of the patent, and accordingly, the period for which AES or its customers would be liable for damages in connection with direct sales into the UK extends until the expiration of the patent in May 2018. AES appealed the ruling, and the appeal hearing took place on November 26, 2014,2, 2021. On January 14, 2022, the Court dismissed the appeal on all grounds. Lufthansa has yet to plead its case for monetary compensation, which would be determined at a separate trial, expected to be held in the latter half of 2023. The case for damages will require extensive data gathering and analysis which has not yet been completed. This analysis will include evaluating whether any units sold into the UK were subsequently shipped into Germany, where they would be subject to the indirect sales claim discussed above. If this is the case, damages may be assessed in either the UK, or in the indirect sales matter in Germany, but not in both matters.
Under English law, Lufthansa has the option of pursuing a claim in relation to the defendants’ profits from their infringing activities or pursuing a claim in relation to Lufthansa's own lost profits. That election has not yet been made by Lufthansa and there is currently no date set for it to make this election. However, as we concluded a loss was probable and reasonably estimable based upon the information available to AES, we estimated damages of approximately $6.2 million, plus accrued interest of approximately $1.1 million, for AES and its indemnified customers. Interest will accrue until final payment to Lufthansa. Approximately $7.3 million was reflected for this matter as a liability in the Consolidated Balance Sheet as of December 31, 2021, and was recorded within Selling, General & Administrative Expenses in the accompanying Consolidated Statement of Operations for the year then ended. This amount is subject to change as additional data is received and evaluated, and as additional information regarding the damages methodology is claimed by Lufthansa in advance of the damages trial. The damages trial is scheduled to be heard starting in October 2024, with payment likely due in late 2024 or early 2025. Therefore, the liability related to this matter, totaling $7.0 million and $7.3 million, is classified within Other Liabilities (non-current) in the Consolidated Balance Sheets at December 31, 2022 and 2021, respectively. The variance is due to currency fluctuation.
Separate from any such damages Lufthansa may seek in connection with the UK infringement decision discussed above, as a result of the first instance judgement in their favor, Lufthansa was entitled to reimbursement from AES of a proportion of its legal expenditures in the UK case. An interim reimbursement of approximately $1.3 million was paid to Lufthansa in August 2020. The associated expense was recorded in the Consolidated Statements of Operations in the year ended December 31, 2020 within Selling, General & Administrative Expenses. As a result of the appeal decision, Lufthansa will be entitled to reimbursement from AES of a larger proportion of its first instance legal expenditures, as well as a portion of its legal expenditures associated with the appeal. We recorded an estimated liability of approximately $1.1 million in our Consolidated Balance Sheet at December 31, 2021. The associated expense is recorded within Selling, General & Administrative Expenses in the Consolidated Statement of Operations for the year then ended. A payment of $0.3 million was made in 2022. It is likely the remaining amount will be payable within the next twelve months, and as such, the liability of $0.7 million has been classified as a current liability in the accompanying Consolidated Balance Sheets within Other Accrued Expenses at December 31, 2022.
Each of the German, France and UK claims are separate and distinct. Validity and infringement of the Lufthansa patent in each country is a matter for the courts in each of these countries, whose laws differ from each other. In addition, the principles of calculating damages in each jurisdiction differ substantially. Therefore, the Company has assessed each matter separately and cannot apply the same calculation methodology as in the German direct and indirect matters. However, it is reasonably possible that additional damages and interest could be incurred if the appellate court in France was to rule in favor of Lufthansa, or if damages in the UK matter are calculated on a different basis than our estimate or using information not currently available.
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 WesternCentral District of Washington. Lufthansa’s complaint in that action alleges that AES manufactures, uses, sellsCalifornia alleging patent and offers for sale a power supply system that infringes upon a U.S. patent held by Lufthansa.copyright infringement, and certain other related claims. The patent at issue inDefendants moved to dismiss certain claims from the U.S. action is based on technology similar to that involved in the German action.case. On April 25, 2016,November 6, 2020, the Court issued its ruling on claim construction, holding thatdismissed the sole independent claim inCompany from the case, and also dismissed a number of claims, though the patent is indefinite, rendering alland copyright infringement claims in the patent indefinite. Basedremain. The case proceeded to discovery. In addition, on this ruling, AESDecember 21, 2020, ATS filed a motionpetition for summary judgmentinter partes review (“IPR”) with the US Patent Trial and Appeal Board (“PTAB”), seeking to invalidate the subject patent, and on July 21, 2021, the grounds thatPTAB instituted IPR. ATS requested and, on August 26, 2021, the Court’s ruling that the patent is indefinite renders the patent invalid and unenforceable. On July 20, 2016, the U.S. District Court granted, a stay of litigation during the motion for summary judgment andIPR proceeding. Oral arguments on the IPR were held on April 21, 2022. The PTAB issued an order dismissingits decision on July 20, 2022, in which it invalidated all claims against AESof Teradyne’s patent claims. Teradyne will not appeal the decision. The stay of litigation was lifted with prejudice.
Lufthansa appealed the District Court's decisionrespect to the United States Court of Appealsremaining claims in August 2022 and discovery has resumed. Trial is scheduled for December 5, 2023. No amounts have been accrued for this matter in the Federal Circuit. On October 19, 2017, the Federal Circuit affirmed the district court’s decision, holding that the sole independent claim of the patent isDecember 31, 2022 or 2021 financial statements, as loss exposure was neither probable nor estimable at such times.
indefinite, rending all claims onIn 2019, a former customer filed a lawsuit alleging damages associated with defective product. Mediation of the patent indefinite. Lufthansa did not filematter was held in November 2022. The Company agreed to make a petitionpayment of $2.0 million to settle the matter in the third quarter of 2022. The Company was indemnified by other parties for en banc rehearing or petitionapproximately $1.5 million and recorded a gain as an offset to Selling, General and Administrative expense in the U.S. Supreme Court for a writfourth quarter of certiorari. Therefore, there is no longer a risk of exposure from that lawsuit.2022.
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.
NOTE 20 — SEGMENTS
Segment information and reconciliations to consolidated amounts for the years ended December 31 are as follows: | | | | | | | | | | | | | | | | | |
| (In thousands) | 2022 | | 2021 | | 2020 |
| Sales: | | | | | |
| Aerospace | $ | 461,206 | | | $ | 365,261 | | | $ | 418,079 | |
| Less Inter-segment Sales | (10) | | | (23) | | | (91) | |
| Total Aerospace Sales | 461,196 | | | 365,238 | | | 417,988 | |
| | | | | |
| Test Systems | 73,717 | | | 80,027 | | | 85,589 | |
| Less Inter-segment Sales | (19) | | | (357) | | | (990) | |
| Test Systems | 73,698 | | | 79,670 | | | 84,599 | |
| Total Consolidated Sales | $ | 534,894 | | | $ | 444,908 | | | $ | 502,587 | |
| Operating Loss and Margins: | | | | | |
| Aerospace | $ | (1,883) | | | $ | (8,614) | | | $ | (89,833) | |
| (0.4) | % | | (2.4) | % | | (21.5) | % |
| Test Systems | (8,118) | | | (3,765) | | | 5,549 | |
| (11.0) | % | | (4.7) | % | | 6.6 | % |
| Total Operating Loss | $ | (10,001) | | | $ | (12,379) | | | $ | (84,284) | |
| (1.9) | % | | (2.8) | % | | (16.8) | % |
| Additions to (Deductions from) Operating Profit: | | | | | |
| Net Gain on Sale of Businesses | $ | 11,284 | | | $ | 10,677 | | | $ | — | |
| Interest Expense, Net of Interest Income | (9,422) | | | (6,804) | | | (6,741) | |
| Corporate and Other Expenses, Net | (21,654) | | | (18,454) | | | (21,385) | |
| Loss before Income Taxes | $ | (29,793) | | | $ | (26,960) | | | $ | (112,410) | |
| Depreciation and Amortization: | | | | | |
| Aerospace | $ | 22,384 | | | $ | 23,349 | | | $ | 25,624 | |
| Test Systems | 4,341 | | | 5,022 | | | 5,577 | |
| Corporate | 1,052 | | | 634 | | | 653 | |
| Total Depreciation and Amortization | $ | 27,777 | | | $ | 29,005 | | | $ | 31,854 | |
| Assets: | | | | | |
| Aerospace | $ | 481,416 | | | $ | 458,334 | | | |
| Test Systems | 111,513 | | | 105,335 | | | |
| Corporate | 22,102 | | | 45,469 | | | |
| Total Assets | $ | 615,031 | | | $ | 609,138 | | | |
| Capital Expenditures: | | | | | |
| Aerospace | $ | 4,289 | | | $ | 4,932 | | | $ | 6,494 | |
| Test Systems | 3,299 | | | 1,082 | | | 952 | |
| Corporate | 87 | | | 20 | | | 13 | |
| Total Capital Expenditures | $ | 7,675 | | | $ | 6,034 | | | $ | 7,459 | |
| | | | | | | | | | | | | | | | | |
| (In thousands) | 2019 | | 2018 | | 2017 |
| Sales: | | | | | |
| Aerospace | $ | 692,614 | | | $ | 675,744 | | | $ | 534,724 | |
| Less Inter-segment Sales | (5) | | | (119) | | | (121) | |
| Total Aerospace Sales | 692,609 | | | 675,625 | | | 534,603 | |
| | | | | |
| Test Systems | 80,495 | | | 127,679 | | | 89,861 | |
| Less Inter-segment Sales | (402) | | | (48) | | | — | |
| Test Systems | 80,093 | | | 127,631 | | | 89,861 | |
| Total Consolidated Sales | $ | 772,702 | | | $ | 803,256 | | | $ | 624,464 | |
| Operating Profit and Margins: | | | | | |
| Aerospace | $ | 16,657 | | | $ | 69,761 | | | $ | 38,888 | |
| 2.4 | % | | 10.3 | % | | 7.3 | % |
| Test Systems | 4,494 | | | 10,718 | | | 7,359 | |
| 5.6 | % | | 8.4 | % | | 8.2 | % |
| Total Operating Profit | $ | 21,151 | | | $ | 80,479 | | | $ | 46,247 | |
| 2.7 | % | | 10.0 | % | | 7.4 | % |
| Additions to (Deductions from) Operating Profit: | | | | | |
| Net Gain on Sale of Businesses | $ | 78,801 | | | $ | — | | | $ | — | |
| Interest Expense, Net of Interest Income | (6,141) | | | (9,710) | | | (5,369) | |
| Corporate and Other Expenses, Net | (25,508) | | | (18,487) | | | (15,887) | |
| Income before Income Taxes | $ | 68,303 | | | $ | 52,282 | | | $ | 24,991 | |
| Depreciation and Amortization: | | | | | |
| Aerospace | $ | 27,879 | | | $ | 29,947 | | | $ | 22,111 | |
| Test Systems | 4,534 | | | 4,500 | | | 4,302 | |
| Corporate | 636 | | | 585 | | | 650 | |
| Total Depreciation and Amortization | $ | 33,049 | | | $ | 35,032 | | | $ | 27,063 | |
| Assets: | | | | | |
| Aerospace | $ | 629,371 | | | $ | 647,870 | | | $ | 621,047 | |
| Test Systems | 110,994 | | | 97,056 | | | 90,859 | |
| Corporate | 42,351 | | | 29,714 | | | 24,050 | |
| Total Assets | $ | 782,716 | | | $ | 774,640 | | | $ | 735,956 | |
| Capital Expenditures: | | | | | |
| Aerospace | $ | 11,552 | | | $ | 14,680 | | | $ | 10,656 | |
| Test Systems | 380 | | | 1,370 | | | 2,721 | |
| Corporate | 151 | | | 267 | | | 101 | |
| Total Capital Expenditures | $ | 12,083 | | | $ | 16,317 | | | $ | 13,478 | |
Operating profitloss is sales less cost of products sold and other operating expenses, excluding interest expense and other corporate expenses. Cost of products sold and other operating expenses are directly identifiable to the respective segment.
For the year ended December, 31 2019, there was a goodwill impairment Operating loss of $1.6 million and intangible asset impairment of $6.2 million recorded in the Aerospace segment. In 2018, there were 0 goodwill or purchased intangible asset impairment lossessegment in either the Aerospace or Test System segment. In 2017, there was a2020 included goodwill impairment loss of $16.2 million recordedand restructuring charges, discussed in the Aerospace segment. In the Aerospace segment, goodwill amounted to $123.0 millionNote 7 and $125.0 million at December 31, 2019 and 2018,Note 22, respectively. In the Test Systems segment, goodwill amounted to $21.9 million as of December 31, 2019. There was 0 goodwill in the Test Systems segment as of December 31, 2018.
The following table summarizes the Company’s sales into the following geographic regions for the years ended December 31: | | | | | | | | | | | | | | | | | |
| (In thousands) | 2022 | | 2021 | | 2020 |
| United States | $ | 419,431 | | | $ | 350,428 | | | $ | 377,218 | |
| North America (excluding United States) | 9,222 | | | 6,990 | | | 7,656 | |
| Asia | 21,242 | | | 21,089 | | | 27,579 | |
| Europe | 78,625 | | | 62,138 | | | 85,306 | |
| South America | 3,629 | | | 1,082 | | | 1,788 | |
| Other | 2,745 | | | 3,181 | | | 3,040 | |
| Total | $ | 534,894 | | | $ | 444,908 | | | $ | 502,587 | |
| | | | | | | | | | | | | | | | | |
| (In thousands) | 2019 | | 2018 | | 2017 |
| United States | $ | 583,589 | | | $ | 575,830 | | | $ | 482,219 | |
| North America (excluding United States) | 12,585 | | | 10,834 | | | 6,198 | |
| Asia | 40,764 | | | 112,135 | | | 58,732 | |
| Europe | 130,227 | | | 98,193 | | | 73,677 | |
| South America | 862 | | | 1,973 | | | 1,280 | |
| Other | 4,675 | | | 4,291 | | | 2,358 | |
| Total | $ | 772,702 | | | $ | 803,256 | | | $ | 624,464 | |
The following table summarizes the Company’s property, plant and equipment by country for the years ended December 31:
| | | | | | | | | | | |
| (In thousands) | 2019 | | 2018 |
| United States | $ | 101,169 | | | $ | 110,738 | |
| France | 8,740 | | | 9,241 | |
| India | 1,509 | | | — | |
| Canada | 1,081 | | | 883 | |
| Total | $ | 112,499 | | | $ | 120,862 | |
| | | | | | | | | | | |
| (In thousands) | 2022 | | 2021 |
| United States | $ | 82,317 | | | $ | 85,681 | |
| France | 6,974 | | | 7,688 | |
| India | 653 | | | 936 | |
| Canada | 714 | | | 931 | |
| Total | $ | 90,658 | | | $ | 95,236 | |
Sales recorded by the Company’s foreign operations were $85.9$50.0 million, $70.6$36.6 million and $53.9$52.3 million in 2019, 20182022, 2021 and 2017,2020, respectively. Net income from these locationsloss was $8.6$0.2 million, $5.5$3.8 million and $2.2$6.6 million in 2019, 20182022, 2021 and 2017,2020, respectively. Net assets held outside of the U.S. total $66.4$36.6 million and $45.0$40.5 million at December 31, 20192022 and 2018,2021, respectively. The exchange lossgain (loss) included in determining net (loss) income was insignificant in 20192022, 2021 and 2018.2020. Cumulative translation adjustments amounted to $(7.0)$7.3 million and $(7.2)$5.4 million at December 31, 20192022 and 2018,2021, respectively.
The Company hashad a significant concentration of business in 2022 and 2021 with 2 major customers; The Boeing Company (“Boeing”), and had a significant concentration with Panasonic Aviation Corporation (“Panasonic”). in 2020. Sales to Boeing and Panasonic are primarily in the Aerospace segment. The following is information relating to the activity with those customers:
| | | 2019 | | 2018 | | 2017 | | 2022 | | 2021 | | 2020 |
| Percent of Consolidated Sales | Percent of Consolidated Sales | | | | | | Percent of Consolidated Sales | | | | | |
| Boeing | Boeing | 13.6% | | | 14.3% | | | 16.8% | | Boeing | 11.0% | | 10.0% | | * |
| Panasonic | Panasonic | 13.0% | | | 14.4% | | | 19.1% | | Panasonic | * | | * | | 11.1% |
| | | | | | | | | | | |
| (In thousands) | 2022 | | 2021 |
| Accounts Receivable at December 31, | | | |
| Boeing | $ | 16,860 | | | $ | 14,545 | |
| Panasonic | * | | * |
| | | | | | | | | | | |
| (In thousands) | 2019 | | 2018 |
| Accounts Receivable at December 31, | | | |
| Boeing | $ | 21,806 | | | $ | 24,649 | |
| Panasonic | $ | 15,831 | | | $ | 14,994 | |
* Sales to Boeing and Panasonic are primarilyrepresented less than 10% of total consolidated sales in during the Aerospace segment.given period.
NOTE 21 — ACQUISITIONS
Diagnosys Inc. and its affiliates
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. The terms of the acquisition allow for a potential earn-out of up to an additional
$13.0 million over the next three years based on achievement of new order levels of over $72.0 million during that period. The acquired business has operations in Westford, Massachusetts as well as Ferndown, England, and an engineering center of excellence in Bangalore, India. Diagnosys is included in our Test Systems segment. Diagnosys is a developer and manufacturer of comprehensive automated test equipment providing test, support, and repair of high value electronics, electro-mechanical, pneumatic and printed circuit boards focused on the global mass transit and defense markets.
The purchase price allocation for this acquisition has not yet been finalized. Purchased intangible assets and goodwill are not expected to be deductible for tax purposes. This transaction was not considered material to the Company’s financial position or results of operations.
Freedom Communication Technologies, Inc.
On July 1, 2019, the Company acquired all of the issued and outstanding capital stock of Freedom Communication Technologies, Inc. Freedom, located in Kilgore, Texas, is a leader in wireless communication testing, primarily for the civil land mobile radio market. Freedom is included in our Test Systems segment. The total consideration for the transaction was $21.8 million, net of $0.6 million in cash acquired. The purchase price allocation for this acquisition has not yet been finalized. Purchased intangible assets and goodwill are not expected to be deductible for tax purposes. This transaction was not considered material to the Company’s financial position or results of operations.
Astronics Connectivity Systems and Certification Corp.
On December 1, 2017, Astronics completed the acquisition of substantially all of the assets and liabilities of Telefonix Inc., including 100% of the stock of a related company, Product Development Technologies, LLC and its subsidiaries. The combined group designs and manufactures advanced in-flight entertainment and connectivity equipment, and provides industry leading design consultancy services for the global aerospace industry. The company’s products include wireless access points, file servers, content loaders, passenger control units and cord reels, as well as engineering services for its customers. We purchased the assets of these companies for $103.8 million, net of $0.2 million in cash acquired. All of the goodwill and purchased intangible assets are expected to be deductible for tax purposes over 15 years. The acquired companies are included in our Aerospace reporting segment. Adjustments made to the preliminary purchase price valuation during the measurement period were not significant. The purchase price allocation for this acquisition has been finalized.
The following is a summary of the sales and amounts included in income from operations for CSC included in the consolidated financial statements of the Company from the date of acquisition to December 31, 2017 (in thousands):
| | | | | | | | |
Sales | | $ | 6,174 | |
Operating Loss | | $ | (499) | |
The following summary, prepared on a pro forma basis, combines the consolidated results of operations of the Company with those of CSC as if the acquisition took place on January 1, 2017. The pro forma consolidated results include the impact of certain adjustments, including increased interest expense on acquisition debt, amortization of purchased intangible assets and income taxes.
| | | | | | | | | | |
| | Unaudited | | |
(In thousands, except earnings per share) | | 2017 | | |
Sales | | $ | 683,541 | | | |
Net income | | $ | 18,302 | | | |
Basic earnings per share | | $ | 0.56 | | | |
Diluted earnings per share | | $ | 0.54 | | | |
The pro forma results are not necessarily indicative of what actually would have occurred if the acquisition had been in effect for the year ended December 31, 2017. In addition, they are not intended to be a projection of future results.
Astronics Custom Control Concepts, Inc.
On April 3, 2017, Astronics Custom Control Concepts Inc., a wholly owned subsidiary of the Company, acquired substantially all the assets and certain liabilities of Custom Control Concepts LLC (“CCC”), located in Kent, Washington. CCC is a provider of cabin management and in-flight entertainment systems for a range of aircraft. The total consideration for the transaction was $10.2 million, net of $0.5 million in cash acquired. All of the goodwill and purchased intangible assets are expected to be deductible for tax purposes over 15 years. CCC is included in our Aerospace segment. The purchase price allocation for this acquisition has been finalized.
NOTE 22 — DIVESTITURE ACTIVITIES
Semiconductor Test Business
As of December 31, 2018, the Company’s Board of Directors approved a plan to sell the semiconductor test business within the Test Systems segment. Accordingly, the assets and liabilities associated with these operations have been classified as held for sale in the accompanying consolidated Balance Sheet at December 31, 2018. The carrying value of the disposal group was lower than its fair value, less costs to sell, and accordingly, 0 impairment loss was required at December 31, 2018.
The following is a summary of the assets and liabilities held for sale as of December 31:
| | | | | |
(In thousands) | 2018 |
Assets Held for Sale | |
Inventories | $ | 14,385 | |
Prepaid Expenses and Other Current Assets | 87 | |
Net Property, Plant and Equipment | 3,521 | |
Other Assets | 714 | |
Intangible Assets, Net of Accumulated Amortization | 651 | |
Total Assets Held for Sale | $ | 19,358 | |
| |
Liabilities Held for Sale | |
Deferred Income Taxes | $ | 906 | |
On February 13, 2019, the Company completed the divestiture. Thea divestiture of its semiconductor business was not core to the future ofwithin the Test Systems segment. The total proceeds received forof the sale amounted to $103.8 million. The Company recorded a pre-tax gain on the sale of approximately $80.1 million in the first quarter of 2019. The income tax expense relating to the gain was $19.7 million.
The transaction also includesdivestiture included two elements of contingent earnouts. The First Earnout“First Earnout” is calculated based on a multiple of all future sales of existing and certain future derivative products to existing and future customers in each annual period from 2019 through 2022. The First Earnout may not exceed $35.0 million in total. The Second Earnout“Second Earnout” is calculated based on a multiple of future sales related to an existing product and program with an existing customer exceeding an annual threshold for each annual period from 2019 through 2022. The Second Earnout is not capped. For the Second Earnout, if the applicable sales in an annual period do not exceed the annual threshold, 0no amounts will be paid relative to such annual period;
the sales in such annual period do not carry over to the next annual period. Due to the degree of uncertainty associated with estimating the future sales levels of the divested business and its underlying programs, and the lack of reliable predictive market information, the Company willhas elected an accounting policy to recognize such earnout proceeds, if received, as additional gain on sale when such proceeds are realized or realizable. We consider the proceeds realizable when we have received communication from the purchaser of its calculation of the earnout and the parties reach agreement on the calculation. No amounts were payable to the Company under either earnout for the First Earnout.
Airfield Lighting Product Linecalendar 2019 earnout. The Company agreed to an earnout payment of $10.7 million for the calendar 2020 earnout, which was recorded in the fourth quarter of 2021 as Other Income and was paid to 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.
On July 12, 2019,February 14, 2023, the Company was notified by the purchaser that they have calculated $3.4 million as being payable for the calendar 2022 earnout. We are in the process of reviewing the calculation, and expect to record the additional gain on the sale, and receive the payment, in the first quarter of 2023. We are not eligible for any further earnout payments related to this divestiture.
Other Disposal Activity
On October 6, 2021, as part of a planned consolidation effort, the Company sold intellectual property and certain assets associated withone of its Airfield Lighting product lineAerospace buildings for $1.0 million in cash. The Airfield Lighting product line, part of the Aerospace segment, was not core to the business and represented less than 1% of revenue. The Company recorded a pre-tax loss$9.2 million. Net cash proceeds were approximately $8.8 million. A gain on the sale of approximately $1.3 million. This amount is reported$5.0 million was recorded in the Consolidated Condensed StatementStatements of Operations in Net Gain on SalesSale of BusinessesFacility in the year ended December 31, 2019.2021. The operation has been integrated into another facility.
As of December 31, 2019,In 2020, the Company has agreed to sellsold certain facilities within the Aerospace segment. Accordingly, the property, plant and equipment assets associated with these facilities ofsegment for $1.5 million have been classified as held forin cash. The net gain on the sale in the consolidated Balance Sheet at December 31, 2019.was insignificant.
NOTE 2322 — IMPAIRMENTS, RESTRUCTURING IMPAIRMENTS AND OTHER CHARGES
Antenna BusinessGoodwill Impairment
The 2022 and Restructuring
In 2019, we performed quantitative assessments for2021 goodwill impairment tests resulted in no impairment to the carrying value of goodwill in any of the Company’s reporting units and no impairment charges were recognized in 2022 or 2021. See Note 7 for discussion of the $86.3 million of goodwill impairment charges in 2020, respectively, within the Aerospace segment. Such amounts are reported within the Impairment Loss line of the Consolidated Statements of Operations in the respective year.
Restructuring Activities
The Company incurred an impairment charge to ROU assets of approximately $0.7 million during 2020 related to its AeroSat subsidiary, which had goodwill asbeen restructured in 2019. Additional charges of the first day of the fourth quarter, prior to the initiation of the antenna business restructuring activities. Based on our quantitative assessment, the Company recorded a full goodwill impairment charge of approximately $1.6$0.2 million in the December 31, 2019 Consolidated Statement of Operationsand $0.4 million associated with therestructuring at AeroSat reporting unit.
In the fourth quarter of 2019, in an effort to reduce the significant operating losses at our AeroSat business, we initiated a restructuring plan to reduce costswere recorded during 2021 and minimize losses of our AeroSat antenna business. The plan narrows the initiatives for the AeroSat business to focus primarily on near-term opportunities pertaining to business jet connectivity. The plan has a downsized manufacturing operation remaining in New Hampshire, with significantly reduced personnel and operating expenses.
As a result of the restructuring plan, the Company's total impairments and restructuring2020, respectively. All such charges recorded in the fourth quarter of 2019 (including the goodwill impairment described above) amounted to $28.8 million, all of which iswere included in the Aerospace segment.
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. Accordingly, restructuring charges of $4.9 million in severance expense associated primarily with the Aerospace segment were recorded in 2020. Additional restructuring charges of $0.6 million occurred during 2021 to align the workforce to expected activities and to consolidate certain facilities. Severance expense during 2021 included $0.3 million related with the Aerospace segment and $0.3 million related with the Test Systems segment. Restructuring-related severance charges and other charges were insignificant in 2022. Any future restructuring actions will depend upon market conditions, customer actions and other factors.
The above restructuring and impairment and other charges and their location onare presented in the Consolidated StatementStatements of Operations are presented as offor the years ended December 31 2019:as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Restructuring Charges | | | | | | |
| (In thousands) | Cost of Products Sold | | Selling, General and Administrative | | Impairment Loss | | Amounts |
| Accounts Receivable, Net | $ | — | | | $ | 1,785 | | | $ | — | | | $ | 1,785 | |
| Inventories | 9,429 | | | — | | | — | | | 9,429 | |
| Prepaid Expenses and Other Current Assets | 1,227 | | | — | | | — | | | 1,227 | |
| Property, Plant and Equipment, Net | — | | | — | | | 2,268 | | | 2,268 | |
| Other Assets | — | | | 122 | | | 1,019 | | | 1,141 | |
| Intangible Assets, Net | — | | | — | | | 6,186 | | | 6,186 | |
| Goodwill | — | | | — | | | 1,610 | | | 1,610 | |
| Accrued Payroll and Employee Benefits | — | | | 449 | | | — | | | | 449 | |
| Other Accrued Expenses | 164 | | | — | | | — | | | | 164 | |
| Other Liabilities | 4,577 | | | — | | | — | | | 4,577 | |
| $ | 15,397 | | | $ | 2,356 | | | $ | 11,083 | | | | $ | 28,836 | |
| | | | | | | | | | | | | | | | | |
| (In thousands) | 2022 | | 2021 | | 2020 |
| Cost of Products Sold | $ | — | | | $ | 221 | | | $ | 280 | |
| Selling, General and Administrative Expenses | 195 | | | 577 | | | 5,047 | |
| Impairment Loss | — | | | — | | | 87,016 | |
| Total Restructuring and Impairment Charges | $ | 195 | | | $ | 798 | | | $ | 92,343 | |
The charge to Prepaid Expensesfollowing table reconciles the beginning and Other Current Assets is comprised of prepaid installation fees associated with programs that were either cancelled or are no longer being pursued as a result of the restructuring. The charge to Other Assets is comprised of the right-of-use asset valuesending liability for the AeroSat facility lease. The charge to Accrued Payroll and Employee Benefits is comprised of employee termination benefits expected to be paid in 2020.The charge to Other Accrued Expenses and Other Liabilities represents the estimated current and non-current portions of payments to be made under non-cancelable inventory purchase commitments in the future for inventory which is not expected to be purchased prior to the expiration date of such agreements as a result of the restructuring plan. None of the restructuring or impairment charges resulted in the utilization of cash during 2019.charges:
| | | | | | | | | | | | | | | | | |
| (In thousands) | 2022 | | 2021 | | 2020 |
| Balance as of January 1 | $ | 2,400 | | | $ | 5,631 | | | $ | 5,190 | |
| Restructuring Charges Recognized | 195 | | | 798 | | | 5,327 | |
| Cash Paid | (2,595) | | | (4,029) | | | (4,886) | |
| Balance as of December 31 | $ | — | | | $ | 2,400 | | | $ | 5,631 | |
Financial Instrument Impairment
From time to time, the Company makes long-term, strategic equity investments in companies to promote business and strategic objectives. These investments are included in Other Assets on the Consolidated Balance Sheets. One of the investments incurred a fullbecame impaired in 2020 which resulted in an impairment charge which accounts for $5.0of $3.5 million recorded within the Other Expense, Net of Other Income line in the accompanying Consolidated StatementStatements of Operations for the year ended December 31, 2019.2020.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company carried out an evaluation, under the supervision and with the participation of Company Management,management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures are effective as of the end of the period covered by this report, to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is made known to them on a timely basis, and that these disclosure controls and procedures are effective to ensure such information is recorded, processed, summarized and reported within the time periods specified in the Commission’sSEC’s rules and forms.
Management’s Report on Internal Control over Financial Reporting
See the report appearing under Item 8, Financial Statements and Supplemental Data, ManagementsManagement’s Report on Internal Control Over Financial Reporting.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None
ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information regarding directors is contained under the captions “Election“Proposal 1: Election of Directors” and “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference to the 2020Company’s 2023 definitive Proxy Statement to be filed within 120 days of the end of our fiscal year is incorporated herein by reference.
The executive officers of the Company, their ages, their positions and offices with the Company, and the date each assumed their office with the Company as of December 31, 2019, are as follows:
| | | | | | | | | | | |
Name and Age of Executive Officer | Positions and Offices with Astronics | | Year First
Elected Officer
|
Peter J. Gundermann
Age 57
| President, Chief Executive Officer and Director of the Company | | 2001 |
David C. Burney
Age 57
| Executive Vice President, Secretary and Chief Financial Officer of the Company | | 2003 |
Mark A. Peabody
Age 60
| Astronics Advanced Electronic Systems President and Executive Vice President of Astronics Corporation | | 2010 |
James S. Kramer
Age 56
| Luminescent Systems Inc. President and Executive Vice President of Astronics Corporation | | 2010 |
James F. Mulato
Age 59 | President of Astronics Test Systems, Inc. and Executive Vice President of Astronics Corporation | | 2019 |
Michael C. Kuehn
Age 59 | Astronics Connectivity Systems & Certification Corp. and Armstrong Aerospace, Inc. President and Executive Vice President of Astronics Corporation | | 2019 |
The principal occupation and employment for Messrs. Gundermann, Burney, Kramer, Mulato and Peabody for the past five years has been with the Company in their respective current roles.
Mr. Kuehn and Mr. Mulato became Executive Vice Presidents of the Company on January 1, 2019.
Mr. Kuehn has been the President of Astronics Connectivity Systems & Certification Corp. (“ACSC”) since its acquisition by the Company in 2017, and the President of Armstrong Aerospace, Inc. since 2018. Prior to acquisition, Mr. Kuehn ran the ACSC business as President of Telefonix, Incorporated for eight years.
The Company has adopted a Code of Business Conduct and Ethics that applies to the Chief Executive Officer and Chief Financial Officer as well as other directors, officers and employees of the Company. This Code of Business Conduct and Ethics is available upon request without charge by contacting Astronics Corporation at (716) 805-1599. The Code of Business Conduct and Ethics is also available on the Investors section of the Company’s website at www.astronics.com.
The other information required by Item 10 is incorporated herein by reference from the Company’s 2023 definitive Proxy Statement to be filed within 120 days of the end of our fiscal year.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the caption “Executive Compensation” and, “Summary Compensation Table” and “Compensation Committee Interlocks and Insider Participation” in the Company’s 2023 definitive Proxy Statement to be filed within 120 days of the end of our fiscal year is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information contained under the captions “Security Ownership of Certain Beneficial Owners and ManagementManagement” and Related Stockholder Matters” and “Executive Compensation”“Equity Compensation Plan Information” in the Company’s 2023 definitive Proxy Statement to be filed within 120 days of the end of our fiscal year is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information contained under the captions “Certain Relationships and Related Party Transactions and Director Independence” and “Proposal One:1: Election of Directors” in the Company’s 2023 definitive Proxy Statement to be filed within 120 days of the end of our fiscal year is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information contained under the caption “Audit and Non-Audit Fees” in the Company’s definitive Proxy Statement to be filed within 120 days of the end of our fiscal year is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a.The documents filed as a part of this report are as follows:
1.The following financial statements are included:
i.Consolidated Statements of Operations for the years ended December 31, 2019, 20182022, 2021 and 20172020
ii.Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2019, 20182022, 2021 and 20172020
iii.Consolidated Balance Sheets as of December 31, 20192022 and 20182021
iv.Consolidated Statements of Cash Flows for the years ended December 31, 2019, 20182022, 2021 and 20172020
v.Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2019, 20182022, 2021 and 20172020
vi.Notes to Consolidated Financial Statements
vii.Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)
viii.Management’s Report on Internal Control Over Financial Reporting
2. Financial Statement Schedule
Schedule II. Valuation and Qualifying Accounts
All other consolidated financial statement schedules are omitted because they are inapplicable, not required, or the information is included elsewhere in the consolidated financial statements or the notes thereto.
3. Exhibits
| | | | | | | | |
Exhibit No. | | Description |
| | |
| | Restated Certificate of Incorporation, incorporated by reference to the registrant’s 2013 Annual Report on Form 10-K, Exhibit 3(a), filed March 7, 2014 (File No. 000-07087). |
| | |
| | By-Laws, as amended incorporated by reference to the registrant’s 2008 Annual Report on Form 10-K, Exhibit 3(b), filed March 11, 2009 (File No. 000-07087). |
| | |
| | Certificate of Amendment of the Certificate of Incorporation of Astronics Corporation, incorporated by reference to the registrant’s Form 8-K, Exhibit 3.1, filed July 1, 2016 (File No. 000-07087). |
| |
| | Description of Registrant’s Securities, filed herewith. |
| | |
| | Restated Thrift and Profit Sharing Retirement Plan, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.1, filed March 3, 2011 (File No. 000-07087). |
| | |
| | 2001 Stock Option Plan, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.4, filed March 3, 2011 (File No. 000-07087). |
| | |
| | Non-Qualified Supplemental Retirement Plan, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.5, filed March 3, 2011 (File No. 000-07087). |
| | |
| | Employment Termination Benefits Agreement dated December 16, 2003 between Astronics Corporation and Peter J. Gundermann, President and Chief Executive Officer of Astronics Corporation, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.6, filed March 3, 2011 (File No. 000-07087). |
| | |
| | Employment Termination Benefits Agreement dated December 16, 2003 between Astronics Corporation and David C. Burney, Vice President and Chief Financial Officer of Astronics Corporation, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.7, filed March 3, 2011 (File No. 000-07087). |
| | |
| | 2005 Director Stock Option Plan, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.8, filed March 3, 2011 (File No. 000-07087). |
| | |
| | Supplemental Retirement Plan, Amended and Restated, March 6, 2012, incorporated by reference to the registrant’s 2012 Annual Report on Form 10-K, Exhibit 10.10, filed February 22, 2013 (File No. 000-07087). |
| | |
| | First Amendment of the Employment Termination Benefits Agreement dated December 30, 2008 between Astronics Corporation and Peter J. Gundermann, President and Chief Executive Officer of Astronics, incorporated by reference to the registrant’s 2008 Annual Report on Form 10-K, Exhibit 10.11, filed March 11, 2009 (File No. 000-07087). |
| | | | | | | | |
| | First Amendment of the Employment Termination Benefits Agreement dated December 30, 2008 between Astronics Corporation and David C. Burney, Vice President and Chief Financial Officer of Astronics Corporation, incorporated by reference to the registrant’s 2008 Annual Report on Form 10-K, Exhibit 10.12, filed March 11, 2009 (File No. 000-07087). |
| | |
| | Employment Termination Benefits Agreement Dated February 18, 2005 between Astronics Corporation and Mark A. Peabody, Executive Vice President of Astronics Advanced Electronic Systems, Inc., incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.13, filed March 3, 2011 (File No. 000-07087). |
| | |
| | First Amendment of the Employment Termination Benefits Agreement dated December 31, 2008 between Astronics Corporation and Mark A. Peabody, Executive Vice President of Astronics Advanced Electronic Systems, Inc., incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.14, filed March 3, 2011 (File No. 000-07087). |
| | |
| | Form of Indemnification Agreement as executed by each of Astronics Corporation’s Directors and Executive Officers, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.15, filed March 3, 2011 (File No. 000-07087). |
| | |
| | 2011 Employee Stock Option Plan, incorporated by reference to the registrant’s Form S-8, Exhibit 4.1 filed on August 4, 2011 (File No. 000-07087). |
| | |
| | Supplemental Retirement Plan II, incorporated by reference to the registrant’s 2012 Annual Report on Form 10-K, Exhibit 10.18, filed February 22, 2013 (File No. 000-07087). |
| | |
| | |
| | | | | | | | |
| | Astronics Corporation 2017 Long Term Incentive Plan (incorporated by reference as Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A, as filed with the Commission on April 17, 2017).
|
| | |
| | Asset Purchase Agreement dated as of March 16, 2017 by and between UJB Acquisition Corp. and Custom Control Concepts LLC filed as Exhibit 10.1 on Form 8-K filed on April 6, 2017 (File No. 000-07087). |
| | |
| | Asset Purchase Agreement entered as of October 26, 2017, by and among Talon Acquisition Corp., Telefonix, Incorporated, Product Development Technologies, LLC, and Paul Burke filed as Exhibit 10.1 on Form 8-K filed on October 27, 2017 (File No. 000-07087). |
| | |
| | Fifth Amended and Restated Credit Agreement entered into by and among Astronics Corporation, HSBC Bank USA, National Association, HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith Inc., and Suntrust Bank, filed asincorporated by reference to Exhibit 10.1 on Form 8-K filed on February 21, 2018 (File No. 000-07087). |
| | |
| | | | | | | | |
| | Amended and Restated Asset Purchase Agreement dated as of February 13, 2019 by and Among Astronics Test Systems, Inc., Astronics Corporation and Advantest Test Solutions, Inc., filed asincorporated by reference to Exhibit 10.121.1 on Form 8-K filed on February 19, 2019 (File No. 000-07087). |
| | |
| | Stock PurchaseAmendment No. 1 to the Fifth Amended and Restated Credit Agreement, dated as of July 1, 2019, among Astronics Corporation, Freedom Communication Technologies, the Sellers and Hanover Partners, filed asincorporated by reference to Exhibit 10.1 on Form 8-K Filedfiled on July 1, 2019May 4, 2020 (File No. 000-07087). |
| | |
| | Astronics Corporation Amended and Restated 2017 Long Term Incentive Plan, (incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A, as filed with the SEC on April 13, 2021). |
| | |
| | Form of Stock Option Agreement (Named Executive Officers) under Amended and Restated 2017 Long Term Incentive Plan, filed herewith. |
| | |
| | Form of Performance Based Vesting RSU Agreement (Named Executive Officers) under Amended and Restated 2017 Long Term Incentive Plan, filed herewith. |
| | |
| | Form of Time-Based Vesting RSU Agreement (Directors) under Amended and Restated 2017 Long Term Incentive Plan, filed herewith. |
| | |
| | Form of Time-Based Vesting RSU Agreement (Key Employees) under Amended and Restated 2017 Long Term Incentive Plan, filed herewith. |
| | |
| | Amendment No. 2 to the Fifth Amended and Restated Credit Agreement, incorporated by reference to Exhibit 10.1 on Form 8-K filed on March 2, 2022 (File No. 000-07087). |
| | |
| | Amendment No. 3 to the Fifth Amended and Restated Credit Agreement, incorporated by reference to Exhibit 10.1 on Form 8-K filed on August 10, 2022 (File No. 000-07087). |
| | |
| | Amendment No. 4 to the Fifth Amended and Restated Credit Agreement, incorporated by reference to Exhibit 10.1 on Form 8-K filed on October 24, 2022 (File No. 000-07087). |
| | |
| | Amendment No. 5 to the Fifth Amended and Restated Credit Agreement, incorporated by reference to Exhibit 10.1 on Form 8-K filed on November 15, 2022 (File No. 000-07087). |
| | |
| | Sixth Amended and Restated Credit Agreement entered into by and among Astronics Corporation, 2017 Long Term Incentive Plan,HSBC Bank USA, National Association, Wells Fargo Bank, N.A., incorporated by reference to Exhibit 10.1 on Form 8-K on January 19, 2023 (File No. 000-07087). |
| | |
| | Credit Agreement dated December 14, 2018.as of January 19, 2023 by and among Astronics Corporation, Great Rock Capital Partners Management, LLC, incorporated by reference to Exhibit 10.2 on Form 8-K on January 19, 2023 (File No. 000-07087). |
| | |
| | Subsidiaries of the Registrant; filed herewith. |
| | |
| | Consent of Independent Registered Public Accounting Firm; filed herewith. |
| | |
| | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002; filed herewith. |
| | |
| | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002; filed herewith. |
| | |
| | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002; filed herewith. |
| | | | | | | | |
| 101.INS** | | XBRL Instance Document |
| | | | | | | | |
| 101.SCH** | | XBRL Taxonomy Extension Schema Document |
| | |
| 101.CAL** | | XBRL Taxonomy Extension Calculation Linkbase Document |
| | |
| 101.DEF** | | XBRL Taxonomy Extension Definition Linkbase Document |
| | |
| 101.LAB** | | XBRL Taxonomy Extension Label Linkbase Document |
| | |
| 101.PRE** | | XBRL Taxonomy Extension Presentation Linkbase Document |
| | | | | |
| * | Identifies a management contract or compensatory plan or arrangement as required by Item 15(a) (3) of Form 10-K. |
| | | | | |
| ** | Submitted electronically herewith |
SCHEDULE II
Valuation and Qualifying Accounts
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | Description | | Balance at the Beginning of Period | | Additions Charged to Cost and Expense | | Write-Offs/Other | | Balance at End of Period |
| (In thousands) | | | | | | | | | | |
| 2019 | | Allowance for Doubtful Accounts | | $ | 1,486 | | | $ | 2,144 | | | $ | (71) | | | $ | 3,559 | |
| | Reserve for Inventory Valuation | | 20,826 | | | 14,803 | | | (2,023) | | | 33,606 | |
| | Deferred Tax Valuation Allowance | | 8,098 | | | 5,205 | | | — | | | 13,303 | |
| 2018 | | Allowance for Doubtful Accounts | | $ | 960 | | | $ | 589 | | | $ | (63) | | | $ | 1,486 | |
| | Reserve for Inventory Valuation | | 18,013 | | | 2,682 | | | 131 | | | 20,826 | |
| | Deferred Tax Valuation Allowance | | 7,823 | | | 275 | | | — | | | 8,098 | |
| 2017 | | Allowance for Doubtful Accounts | | $ | 602 | | | $ | 87 | | | $ | 271 | | | $ | 960 | |
| | Reserve for Inventory Valuation | | 15,410 | | | 2,885 | | | (282) | | | 18,013 | |
| | Deferred Tax Valuation Allowance | | 3,816 | | | 4,007 | | | — | | | 7,823 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | Description | | Balance at the Beginning of Period | | Additions Charged to Cost and Expense | | Write-Offs/Other | | Balance at End of Period |
| (In thousands) | | | | | | | | | | |
| 2022 | | Allowance for Estimated Credit Losses | | $ | 3,183 | | | $ | 565 | | | $ | (1,118) | | | $ | 2,630 | |
| | Reserve for Excess and Obsolete Inventories | | $ | 33,775 | | | $ | 2,850 | | | $ | 192 | | | $ | 36,817 | |
| | Deferred Tax Valuation Allowance | | $ | 43,519 | | | $ | 15,236 | | | $ | (1,386) | | | $ | 57,369 | |
| 2021 | | Allowance for Estimated Credit Losses | | $ | 3,218 | | | $ | 90 | | | $ | (125) | | | $ | 3,183 | |
| | Reserve for Excess and Obsolete Inventories | | $ | 33,410 | | | $ | 3,852 | | | $ | (3,487) | | | $ | 33,775 | |
| | Deferred Tax Valuation Allowance | | $ | 37,168 | | | $ | 7,100 | | | $ | (749) | | | $ | 43,519 | |
| 2020 | | Allowance for Estimated Credit Losses | | $ | 3,559 | | | $ | 1,913 | | | $ | (2,254) | | | $ | 3,218 | |
| | Reserve for Excess and Obsolete Inventories | | $ | 33,606 | | | $ | 4,166 | | | $ | (4,362) | | | $ | 33,410 | |
| | Deferred Tax Valuation Allowance | | $ | 13,303 | | | $ | 23,152 | | | $ | 713 | | | $ | 37,168 | |
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on March 2, 2020.
10, 2023. | | | | | | | | | | | | | | | | | | | | |
| Astronics Corporation | | | | | | |
| | | | | | |
| By | | /s/ Peter J. Gundermann | | By | | /s/ David C. Burney |
| Peter J. Gundermann President and Chief Executive Officer | | | | David C. Burney, Executive Vice President, Chief Financial Officer | | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
| /s/ Peter J. Gundermann | | President and Chief Executive Officer (Principal Executive Officer) | | March 2, 202010, 2023 |
| Peter J. Gundermann | | | | |
| | | | |
| /s/ David C. Burney | | Executive Vice President, Chief Financial Officer (Principal Financial Officer) | | March 2, 202010, 2023 |
| David C. Burney | | | | |
| | | | |
| /s/ Nancy L. Hedges | | Corporate Controller and Principal Accounting Officer | | March 2, 202010, 2023 |
| Nancy L. Hedges | | | | |
| | | | |
/s/ Raymond W. Boushie | | Director
| | March 2, 2020 |
Raymond W. Boushie | | | | |
| | | | |
| /s/ Robert T. Brady | | Director | | March 2, 202010, 2023 |
| Robert T. Brady | | | | |
| | | | |
/s/ Tonit CalawayLinda O’Brien | | Director | | March 2, 202010, 2023 |
Tonit Calaway | Linda O’Brien | | | |
| | | | |
| /s/ Jeffry D. Frisby | | Director | | March 2, 202010, 2023 |
| Jeffry D. Frisby | | | | |
| | | | |
| /s/ Peter J. Gundermann | | Director | | March 2, 202010, 2023 |
| Peter J. Gundermann | | | | |
| | | | |
| /s/ Warren C. Johnson | | Director | | March 2, 202010, 2023 |
| Warren C. Johnson | | | | |
| | | | |
| /s/ Robert S. Keane | | Director | | March 2, 202010, 2023 |
| Robert S. Keane | | | | |
| | | | |
| /s/ Neil Kim | | Director | | March 2, 202010, 2023 |
| Neil Kim | | | | |
| | | | |
| /s/ Mark J. Moran | | Director | | March 2, 202010, 2023 |
| Mark J. Moran | | | | |