atro-20210403

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


☒			Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended April 3, 2021


☐			Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 0-7087

ASTRONICS CORPORATION

(Exact name of registrant as specified in its charter)


New York (State or other jurisdiction of incorporation or organization)			16-0959303 (IRS Employer Identification Number)

130 Commerce Way, East Aurora, New York (Address of principal executive offices)			14052 (Zip code)

(716) 805-1599

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act:


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

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

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

Large accelerated filer

☐

Accelerated filer

☒

Emerging growth company

☐

Non-accelerated filer

☐

Smaller Reporting Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)

of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

As of May 3, 2021, 30,925,071 shares of common stock were outstanding consisting of 24,478,464 shares of common stock ($.01 par value) and 6,446,607 shares of Class B common stock ($.01 par value).

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TABLE OF CONTENTS

PAGE

PART I

FINANCIAL INFORMATION

Item 1

Financial Statements:

•

Consolidated Condensed Balance Sheets as of April 3, 2021 and December 31, 2020

•

Consolidated Condensed Statements of Operations for the Three Months Ended April 3, 2021 and March 28 , 2020

•

Consolidated Condensed Statements of Comprehensive (Loss) Income for the Three Months Ended April 3, 2021 and March 28 , 2020

•

Consolidated Condensed Statements of Cash Flows for the Three Months Ended April 3, 2021 and March 28 , 2020

•

Consolidated Condensed Statements of Shareholders' Equity for the Three Months Ended April 3, 2021 and March 28, 2020

•

Notes to Consolidated Condensed Financial Statements

Item 2

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

Item 3

Quantitative and Qualitative Disclosures about Market Risk

Item 4

Controls and Procedures

PART II

OTHER INFORMATION

Item 1

Legal Proceedings

Item 1a

Risk Factors

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3

Defaults Upon Senior Securities

Item 4

Mine Safety Disclosures

Item 5

Item 6

Part I – Financial Information

Item 1. Financial Statements

ASTRONICS CORPORATION

Consolidated Condensed Balance Sheets

April 3, 2021 with Comparative Figures for December 31, 2020

(Unaudited)

(In thousands)


	April 3, 2021		December 31, 2020

Current Assets:
Cash and Cash Equivalents	$	30,729	$	40,412
Accounts Receivable, Net of Allowance for Estimated Credit Losses	98,701		93,056
Inventories	155,254		157,059
Prepaid Expenses and Other Current Assets	25,552		26,420

Total Current Assets	310,236		316,947
Property, Plant and Equipment, Net of Accumulated Depreciation	104,931		106,678
Operating Right-of-Use Assets	17,750		18,953
Other Assets	8,813		8,999
Intangible Assets, Net of Accumulated Amortization	105,930		109,886
Goodwill	58,297		58,282
Total Assets	$	605,957	$	619,745
Current Liabilities:

Accounts Payable	$	22,216	$	26,446
Current Operating Lease Liabilities	4,856		4,998
Accrued Expenses and Other Current Liabilities	40,723		37,721
Customer Advance Payments and Deferred Revenue	27,407		24,571

Total Current Liabilities	95,202		93,736
Long-term Debt	173,000		173,000
Long-term Operating Lease Liabilities	15,415		16,637
Other Liabilities	62,036		66,001
Total Liabilities	345,653		349,374
Shareholders’ Equity:
Common Stock	347		347
Accumulated Other Comprehensive Loss	(16,653)		(16,450)
Other Shareholders’ Equity	276,610		286,474
Total Shareholders’ Equity	260,304		270,371
Total Liabilities and Shareholders’ Equity	$	605,957	$	619,745

See notes to consolidated condensed financial statements.

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ASTRONICS CORPORATION

Consolidated Condensed Statements of Operations

Three Months Ended April 3, 2021 With Comparative Figures for 2020

(Unaudited)

(In thousands, except per share data)


	Three Months Ended
	April 3, 2021		March 28, 2020
Sales	$	105,857	$	157,584
Cost of Products Sold	91,584		121,865
Gross Profit	14,273		35,719
Selling, General and Administrative Expenses	23,785		28,867
Impairment Loss	—		74,408
Loss from Operations	(9,512)		(67,556)

Other Expense, Net of Other Income	534		388
Interest Expense, Net of Interest Income	1,758		1,333
Loss Before Income Taxes	(11,804)		(69,277)
Provision for (Benefit from) Income Taxes	105		(2,314)
Net Loss	$	(11,909)	$	(66,963)
Loss Per Share:
Basic	$	(0.39)	$	(2.17)
Diluted	$	(0.39)	$	(2.17)

See notes to consolidated condensed financial statements.

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ASTRONICS CORPORATION

Consolidated Condensed Statements of Comprehensive (Loss) Income

Three Months Ended April 3, 2021 With Comparative Figures for 2020

(Unaudited)

(In thousands)


	Three Months Ended
	April 3, 2021		March 28, 2020
Net Loss	$	(11,909)	$	(66,963)
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustments	(637)		(2,304)
Retirement Liability Adjustment – Net of Tax	434		215
Total Other Comprehensive Loss	(203)		(2,089)
Comprehensive Loss	$	(12,112)	$	(69,052)

See notes to consolidated condensed financial statements.

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ASTRONICS CORPORATION

Consolidated Condensed Statements of Cash Flows

Three Months Ended April 3, 2021 With Comparative Figures for 2020


(Unaudited, In thousands)	Three Months Ended
Cash Flows from Operating Activities:	April 3, 2021		March 28, 2020

Net Loss	$	(11,909)	$	(66,963)
Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities:
Depreciation and Amortization	7,453		7,971
Provisions for Non-Cash Losses on Inventory and Receivables	1,269		872
Equity-based Compensation Expense	2,097		1,703
Deferred Tax (Benefit) Expense	(51)		2,050

Operating Lease Non-Cash Expense	1,185		1,210



Impairment Loss	—		74,408
Other	1,315		968
Cash Flows from Changes in Operating Assets and Liabilities:
Accounts Receivable	(6,010)		13,644
Inventories	430		(7,224)
Accounts Payable	(4,171)		6,295
Accrued Expenses	(685)		(5,730)
Other Current Assets and Liabilities	961		(557)
Customer Advance Payments and Deferred Revenue	2,915		(490)
Income Taxes	(246)		(3,591)
Operating Lease Liabilities	(1,307)		(1,217)
Supplemental Retirement and Other Liabilities	(109)		(99)
Cash Flows from Operating Activities	(6,863)		23,250
Cash Flows from Investing Activities:


Capital Expenditures	(1,905)		(2,793)

Cash Flows from Investing Activities	(1,905)		(2,793)
Cash Flows from Financing Activities:
Proceeds from Long-term Debt	—		150,000
Payments for Long-term Debt	—		(5,000)
Purchase of Outstanding Shares for Treasury	—		(7,732)

Stock Options Activity	(52)		33


Finance Lease Principal Payments	(501)		(461)

Cash Flows from Financing Activities	(553)		136,840
Effect of Exchange Rates on Cash	(362)		(839)
(Decrease) Increase in Cash and Cash Equivalents	(9,683)		156,458
Cash and Cash Equivalents at Beginning of Period	40,412		31,906
Cash and Cash Equivalents at End of Period	$	30,729	$	188,364

See notes to consolidated condensed financial statements.

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ASTRONICS CORPORATION

Consolidated Condensed Statements of Shareholders' Equity

Three Months Ended April 3, 2021 With Comparative Figures for 2020

(Unaudited)

(In thousands)


	Three Months Ended
	April 3, 2021		March 28, 2020
Common Stock
Beginning of Period	$	278	$	269



Class B Stock Converted to Common Stock	1		2
End of Period	279		271
Convertible Class B Stock
Beginning of Period	69		76
Net Exercise of Stock Options	—		1

Class B Stock Converted to Common Stock	(1)		(2)
End of Period	68		75
Additional Paid in Capital
Beginning of Period	82,187		76,340


Net Exercise of Stock Options and Equity-based Compensation Expense	2,045		1,735
End of Period	84,232		78,075
Accumulated Comprehensive Loss
Beginning of Period	(16,450)		(15,628)

Foreign Currency Translation Adjustments	(637)		(2,304)

Retirement Liability Adjustment – Net of Taxes	434		215
End of Period	(16,653)		(17,717)
Retained Earnings
Beginning of Period	312,803		428,584


Net Loss	(11,909)		(66,963)


End of Period	300,894		361,621
Treasury Stock
Beginning of Period	(108,516)		(100,784)
Purchase of Shares	—		(7,732)

End of Period	(108,516)		(108,516)
Total Shareholders’ Equity	$	260,304	$

SEC Form 10-Q filed by Astronics Corporation