Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 06, 2023 | Jul. 02, 2022 | |
Document Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 0-7087 | ||
Entity Registrant Name | Astronics Corporation | ||
Entity Incorporation, State or Country Code | NY | ||
Entity Tax Identification Number | 16-0959303 | ||
Entity Address, Address Line One | 130 Commerce Way | ||
Entity Address, City or Town | East Aurora | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 14052 | ||
City Area Code | 716 | ||
Local Phone Number | 805-1599 | ||
Title of 12(b) Security | Common Stock, $.01 par value per share | ||
Trading Symbol | ATRO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 32,282,681 | ||
Entity Public Float | $ 298 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCEPortions of the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders to be held May 23, 2023 are incorporated by reference into Part III of this Report. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000008063 | ||
Common Stock | |||
Document Information | |||
Entity Common Stock, Shares Outstanding | 26,033,774 | ||
Convertible Class B Stock | |||
Document Information | |||
Entity Common Stock, Shares Outstanding | 6,248,907 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Buffalo, New York |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
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 | 0 | 5,014 | 0 |
Impairment Loss | 0 | 0 | 87,016 |
Loss from Operations | (30,044) | (28,674) | (100,701) |
Net Gain on Sale of Businesses | 11,284 | 10,677 | 0 |
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 (in usd per share) | $ (1.11) | $ (0.82) | $ (3.76) |
Diluted Loss Per Share (in usd per share) | $ (1.11) | $ (0.82) | $ (3.76) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
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) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
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 |
Current Liabilities: | ||
Current Maturities of Long-term Debt | 4,500 | 0 |
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: | ||
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 |
Common Stock | ||
Shareholders’ Equity: | ||
Common Stock | 291 | 289 |
Convertible Class B Stock | ||
Shareholders’ Equity: | ||
Common Stock | $ 63 | $ 64 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Treasury stock, shares (in shares) | 3,154,691 | 3,808,060 |
Common Stock | ||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, shares issued (in shares) | 29,121,924 | 28,910,605 |
Common stock, shares outstanding (in shares) | 25,967,233 | 25,102,545 |
Convertible Class B Stock | ||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Common stock, shares issued (in shares) | 6,314,430 | 6,375,392 |
Common stock, shares outstanding (in shares) | 6,314,430 | 6,375,392 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities | |||
Net Loss | $ (35,747) | $ (25,578) | $ (115,781) |
Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities: | |||
Depreciation and Amortization | 27,777 | 29,005 | 31,854 |
Provision for Losses on Inventory and Receivables | 3,415 | 3,942 | 6,079 |
Equity-based Compensation Expense | 6,497 | 6,460 | 5,184 |
Deferred Tax Expense (Benefit) | 19 | (441) | 15,553 |
Operating Lease Non-cash Expense | 6,028 | 5,198 | 4,500 |
Net Gain on Sales of Assets | 0 | (5,083) | 0 |
Contingent Consideration Liability Fair Value Adjustment | 0 | (2,200) | 0 |
Non-cash 401K Contribution | 4,512 | 4,199 | 0 |
Net Gain on Sale of Businesses, Before Taxes | (11,284) | (10,677) | 0 |
Impairment Loss | 0 | 0 | 87,016 |
Accrued Litigation Claim | 500 | 8,374 | 0 |
Equity Investment Other Than Temporary Impairment | 0 | 0 | 3,493 |
Restructuring Activities | 0 | 267 | 1,173 |
Deferral of Federal Payroll Taxes | 0 | 0 | 5,877 |
Other | 3,086 | 3,912 | 2,157 |
Cash Flows from Changes in Operating Assets and Liabilities: | |||
Accounts Receivable | (41,646) | (14,832) | 53,928 |
Inventories | (34,058) | (5,150) | (13,614) |
Prepaid Expenses and Other Current Assets | 261 | 20 | (45) |
Accounts Payable | 27,843 | 8,610 | (9,930) |
Accrued Expenses | 787 | (5,037) | (17,667) |
Income Taxes Payable/Receivable | 16,134 | 156 | (10,440) |
Customer Advanced Payments and Deferred Revenue | 5,264 | (235) | (7,043) |
Operating Lease Liabilities | (7,295) | (6,036) | (4,556) |
Supplemental Retirement Plan and Other Liabilities | (405) | (404) | (403) |
Cash Flows from Operating Activities | (28,312) | (5,530) | 37,335 |
Cash Flows from Investing Activities | |||
Proceeds from Sale of Businesses and Assets | 22,061 | 9,213 | 0 |
Capital Expenditures | (7,675) | (6,034) | (7,459) |
Other Investing Activities | 0 | 0 | 1,662 |
Cash Flows from Investing Activities | 14,386 | 3,179 | (5,797) |
Cash Flows from Financing Activities | |||
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 | 0 | 0 | (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) | 0 | (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) |
Capital Expenditures in Accounts Payable | $ 490 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Common Stock | Convertible Class B Stock | Common Stock Common Stock | Common Stock Convertible Class B Stock | Additional Paid in Capital | Accumulated Comprehensive Loss | Retained Earnings | Treasury Stock |
Beginning of Year at Dec. 31, 2019 | $ 269 | $ 76 | $ 76,340 | $ (15,628) | $ 428,584 | $ (100,784) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net Exercise of Stock Options, including ESPP, and Equity-based Compensation Expense | 1 | 5,847 | |||||||
Net Exercise of Stock Options | 1 | ||||||||
Class B Stock Converted to Common Stock | 8 | (8) | |||||||
Foreign Currency Translation Adjustments | $ 2,574 | 2,574 | |||||||
Retirement Liability Adjustment – Net of Taxes | (3,396) | ||||||||
Net Loss | (115,781) | (115,781) | |||||||
Purchase of Shares | (7,732) | ||||||||
End of Year at Dec. 31, 2020 | 270,371 | $ 278 | $ 69 | 82,187 | (16,450) | 312,803 | $ (108,516) | ||
Common stock, Beginning of year (in shares) at Dec. 31, 2019 | 26,874,000 | 7,650,000 | |||||||
Treasury stock, Beginning of year (in shares) at Dec. 31, 2019 | 3,526,000 | ||||||||
Increase (Decrease) in Stockholders' Equity (in shares) | |||||||||
Net Issuance of Common Stock for Restricted Stock Units (in shares) | 45,000 | ||||||||
Net Issuance from Exercise of Stock Options, including ESPP (in shares) | 48,000 | 85,000 | |||||||
Class B Stock Converted to Common Stock (in shares) | 858,000 | (858,000) | |||||||
Purchase of Shares (in shares) | 282,000 | ||||||||
Common stock, End of year (in shares) at Dec. 31, 2020 | 27,825,000 | 6,877,000 | |||||||
Treasury stock, End of year (in shares) at Dec. 31, 2020 | 3,808,000 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net Exercise of Stock Options, including ESPP, and Equity-based Compensation Expense | $ 5 | 10,029 | |||||||
Net Issuance of Common Stock for Restricted Stock Units (“RSU’s”) | 1 | ||||||||
Class B Stock Converted to Common Stock | 5 | $ (5) | |||||||
Tax Withholding Related to Issuance of RSU’s | (179) | ||||||||
Foreign Currency Translation Adjustments | (939) | (939) | |||||||
Retirement Liability Adjustment – Net of Taxes | 2,894 | ||||||||
Net Loss | (25,578) | (25,578) | |||||||
End of Year at Dec. 31, 2021 | $ 256,604 | $ 289 | $ 64 | 92,037 | (14,495) | 287,225 | $ (108,516) | ||
Increase (Decrease) in Stockholders' Equity (in shares) | |||||||||
Net Issuance of Common Stock for Restricted Stock Units (in shares) | 70,000 | 4,000 | |||||||
Net Issuance from Exercise of Stock Options, including ESPP (in shares) | 485,000 | 25,000 | |||||||
Class B Stock Converted to Common Stock (in shares) | 531,000 | (531,000) | |||||||
Common stock, End of year (in shares) at Dec. 31, 2021 | 28,910,605 | 6,375,392 | 28,911,000 | 6,375,000 | |||||
Treasury stock, End of year (in shares) at Dec. 31, 2021 | 3,808,060 | 3,808,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net Exercise of Stock Options, including ESPP, and Equity-based Compensation Expense | 6,897 | ||||||||
Net Issuance of Common Stock for Restricted Stock Units (“RSU’s”) | $ 1 | ||||||||
Class B Stock Converted to Common Stock | 1 | $ (1) | |||||||
Tax Withholding Related to Issuance of RSU’s | (304) | ||||||||
Foreign Currency Translation Adjustments | $ (1,928) | (1,928) | |||||||
Retirement Liability Adjustment – Net of Taxes | 6,897 | ||||||||
Net Loss | (35,747) | (35,747) | |||||||
Shares Issued to Fund 401K Obligation | (11,118) | $ 18,618 | |||||||
End of Year at Dec. 31, 2022 | $ 239,920 | $ 291 | $ 63 | $ 98,630 | $ (9,526) | $ 240,360 | $ (89,898) | ||
Increase (Decrease) in Stockholders' Equity (in shares) | |||||||||
Net Issuance of Common Stock for Restricted Stock Units (in shares) | 106,000 | ||||||||
Net Issuance from Exercise of Stock Options, including ESPP (in shares) | 20,000 | 24,000 | |||||||
Class B Stock Converted to Common Stock (in shares) | 85,000 | (85,000) | |||||||
Shares Issued to Fund 401K Obligation (in shares) | (653,000) | ||||||||
Common stock, End of year (in shares) at Dec. 31, 2022 | 29,121,924 | 6,314,430 | 29,122,000 | 6,314,000 | |||||
Treasury stock, End of year (in shares) at Dec. 31, 2022 | 3,154,691 | 3,155,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND PRACTICES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND PRACTICES | 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 England, as well as engineering offices in the Ukraine and India. The Company has two 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 industries 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 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 was awarded a grant of up to $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 six-month performance period as a reduction to cost of products sold in proportion to the compensation expense that the award is intended to defray. During the years ended 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 our foreign operations. The Canadian and French subsidies are income-based grants intended to reimburse the Company for certain employee wages. The grants are recognized as income over the periods in which the Company recognizes as expenses the costs the grants are intended to defray. The amount recognized during 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 Company’s anticipated future operating results. As a result, the Company executed restructuring activities in the form of workforce reduction, primarily in the second quarter of 2020, to align capacity with expected demand. Additional restructuring activities occurred during 2021 to align the workforce to expected activities and to consolidate certain facilities. For more information regarding these restructuring plans see Note 22. 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 Statements of Operations from the respective dates of acquisition. Cost of Products Sold, Research 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 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 included in Cost of products sold. SG&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, 2022, 2021 and 2020. Shipping and Handling Shipping and handling costs are included in Costs 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”). ASC 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. Equity-based compensation expense is included in SG&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 Estimated 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 estimated credit losses. The estimate for credit losses is based on the Company’s assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as the age of the receivable balances, historical experience, credit quality, current economic conditions, and reasonable and supportable forecasts of future economic conditions that may affect a customer’s ability to pay. 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 the carrying amount of trade receivables and contract assets as airlines and other aerospace companies’ cash flows are impacted by the 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 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 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. 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 $12.0 million, $12.7 million and $13.3 million in 2022, 2021 and 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. 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. 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. 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, the shortfall up to the carrying value of the goodwill represents the amount of goodwill impairment. The 2022 and 2021 assessments indicated no impairment to the carrying value of goodwill in any of the Company’s reporting units and no impairment charges were recognized. See Note 7 for further information regarding the goodwill impairment charge in 2020. Intangible Assets The estimated fair values of acquired intangibles are generally determined 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. Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts 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 and accounts 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 Statements of Operations. Such amounts were immaterial in 2022, 2021 and 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. In 2020, the Company determined there were indicators of impairment over one of its investments as a result of the investee’s deteriorating operating performance and limited access to capital. We determined that the fair value of this investment was de minimis and a full impairment charge of $3.5 million was recorded within Other Expense, Net of Other Income in the accompanying Consolidated Statement 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 gains and losses included in operations were insignificant in 2022, 2021, and 2020. Dividends The Company has not paid any cash dividends in the three-year period ended December 31, 2022. 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. Newly Adopted and Recent Accounting Pronouncements We consider the applicability and impact of all ASUs. ASUs not listed above were assessed and determined to be either not applicable, or had and are expected to have minimal impact on our financial statements an d related disclosures. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE 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, 2022 and 2021, the Company did 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 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, 2022, the Company has capitalized $2.5 million of costs. As of December 31, 2021, the Company did not have material capitalized fulfillment costs. 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 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 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, 2022, we had $571.4 million of remaining performance obligations, which we refer to as total backlog. We expect to recognize approximately $451.4 million of our remaining performance obligations as revenue in 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 Estimated Credit Losses on our Consolidated Balance 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 Sheets 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 $14.8 million and $18.2 million during the year ended December 31, 2022 and 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. 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, 2022 $ 25,941 $ 28,495 Ending Balance, December 31, 2022 $ 27,349 $ 33,209 The increase in contract assets reflects the net impact of new revenue recognized in excess of billings exceeding billing of previously unbilled revenue 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. The following table presents our revenue disaggregated by Market Segments as of December 31 as follows: (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) 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 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | 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 The following table provides a rollforward of the allowance for estimated credit losses that is deducted from accounts receivable to present the net amount expected to be collected at December 31: (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 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories at December 31 are as follows: (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, 2022, the Company’s reserve for inventory valuation was $36.8 million, or 16.4% of gross inventory. At December 31, 2021, the Company’s reserve for inventory valuation was $33.8 million, or 17.7% of gross inventory. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, Plant and Equipment at December 31 are as follows: (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 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | INTANGIBLE ASSETS The following table summarizes acquired intangible assets at December 31 as follows: 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 $14.9 million, $15.4 million and $17.1 million for 2022, 2021 and 2020, respectively. Based upon acquired intangible assets at December 31, 2022, amortization expense for each of the next five years is estimated to be: (In thousands) 2023 $ 13,878 2024 $ 12,856 2025 $ 10,935 2026 $ 9,533 2027 $ 7,825 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | 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 The Company’s four reporting units with goodwill as of the first day of our fourth quarters of 2022 and 2021 were subject to the annual goodwill impairment test. Based on our quantitative assessments of our reporting units performed during our annual goodwill impairment tests, the Company concluded that no impairment to the carrying value of goodwill in any of the Company’s reporting units was indicated and no impairment charges 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 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. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT 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”). On March 1, 2022, the Company executed an amendment to the Agreement, which reduced the revolving credit line from $375 million to $225 million and extended the maturity date of the loans under the facility from February 16, 2023 to May 30, 2023. 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, 2022, there was $164.0 million outstanding on the Amended Facility and there remained $6.0 million available subject to the minimum liquidity covenant discussed above. The credit facility allocated up to $20 million of the $170 million revolving credit line for the issuance of letters of credit. Interest on the debt outstanding at December 31, 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 SOFR (which is required to be at least 1.00%) plus 2.25% to 2.75%. The Company will pay a quarterly commitment fee under the ABL Revolving Credit Facility in an amount equal to 0.25% or 0.375% based on the Company’s average excess availability. Under the provisions of the ABL Revolving Credit Facility, the 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 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 Term 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 $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 assets and those associated with the Term Loan Facility will be recorded as a reduction of the carrying value of the debt on the Consolidated Balance Sheets. Certain of the Company’s subsidiaries are borrowers or guarantors under the ABL Revolving Credit Facility and the 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 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, cross default under other material debt agreements, and a going concern qualification for any reason other than loan maturity date give the agent 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. |
WARRANTY
WARRANTY | 12 Months Ended |
Dec. 31, 2022 | |
Guarantees [Abstract] | |
WARRANTY | 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 (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 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASESThe 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 office equipment under finance leases, and we lease certain production facilities, office equipment and vehicles under 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 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 right-of-use (“ROU”) assets are based on the present value of the remaining minimum rental payments. The Company's operating lease liability increased approximately $3.0 million as a result of 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. 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: (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 measurement of lease liabilities as of December 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 ROU 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 weighted-average remaining term for the Company's operating and financing leases are approximately 4 years and 3 years, respectively. The weighted-average discount rates for the Company's operating and financing leases are each approximately 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 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. |
LEASES | LEASESThe 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 office equipment under finance leases, and we lease certain production facilities, office equipment and vehicles under 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 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 right-of-use (“ROU”) assets are based on the present value of the remaining minimum rental payments. The Company's operating lease liability increased approximately $3.0 million as a result of 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. 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: (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 measurement of lease liabilities as of December 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 ROU 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 weighted-average remaining term for the Company's operating and financing leases are approximately 4 years and 3 years, respectively. The weighted-average discount rates for the Company's operating and financing leases are each approximately 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 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. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXESThe 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 more likely than not to be realized. The provision 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 The effective tax rates differ from the statutory federal income tax rate as follows: 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 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) 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) The Company records a valuation allowance against the deferred tax assets if and to the extent it is more likely than not that the Company will not recover the deferred tax assets. In evaluating the need for a valuation allowance, the Company weighs all relevant positive and negative evidence, and considers among other factors, historical financial performance, projected future taxable income, scheduled reversals of deferred tax liabilities, the overall business environment, and tax planning strategies. Losses in recent periods and cumulative pre-tax losses in the three year period ending with the current year, combined with the significant uncertainty brought about by the COVID-19 pandemic, is collectively considered significant negative evidence under ASC 740 when assessing whether an entity can use projected income as a basis for concluding that deferred tax assets are realizable on a more-likely than not basis. For purposes of assessing the recoverability of deferred tax assets, the Company determined that it could not include future projected earnings in the analysis due to the 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 years 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. 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, 2022, gross federal net operating losses, amounted to approximately $3.1 million. In the current year, the Company generated approximately $51.5 million of 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 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, 2022, gross state net operating loss carryforwards amounted to approximately $134.1 million. These state net operating loss carryforwards begin to expire at various dates 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 along 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 future, a valuation allowance has been recorded. At December 31, 2022, state income tax credit carryforwards amounted to approximately $1.1 million and begin to expire at various dates from 2022 to 2037. Due to the uncertainty as to the Company’s ability to generate sufficient taxable income in certain states in the future along 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 future, a valuation allowance has been recorded. At December 31, 2022, the Company has approximately $0.2 million of foreign tax credits that it can carry forward through 2031. 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. During the year ended December 31, 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 and recorded a state income tax receivable of approximately $3.0 million as a component of Prepaid Expenses and Other Current Assets. The Company has filed amended state income tax returns for tax years 2015 and 2016 and intends to file amended state income tax returns for tax years 2017 through 2019 in order to claim 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. A reconciliation of the total amounts of unrecognized tax benefits, excluding interest and penalties, is as follows: (in thousands) 2022 2021 2020 Balance at Beginning of the Year $ 1,412 $ 1,890 $ 2,565 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 — — 100 Balance at End of the Year $ 443 $ 1,412 $ 1,890 There are no material penalties or interest liabilities accrued as of December 31, 2022, 2021, or 2020, nor are any material penalties or interest costs included in expense for each of the years ended December 31, 2022, 2021 and 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 2019 through 2022 for federal purposes and 2017 through 2022 for state purposes. Pretax income (loss) from the Company’s foreign subsidiaries amounted to approximately $0.1 million, $(3.3) million and $(7.0) million for 2022, 2021 and 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 31, 2022, we determined that we can no longer assert indefinite reinvestment on approximately $3.4 million of the unremitted earnings of Luminescent Systems Canada Inc. As a result, we have recorded a deferred tax liability of approximately $0.2 million at December 31, 2022, related to local country withholding taxes that are expected 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 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 unrecognized deferred tax related to these basis differences. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the economic uncertainty resulting from the COVID-19 pandemic. The CARES Act includes many measures to assist companies, including temporary changes to income and non-income based laws, some of which were enacted as part of the Tax Cuts and Jobs Act of 2017 (“TCJA”). Some of the key 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 immediate 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 loss for the year ended December 31, 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. |
PROFIT SHARING_401K PLAN
PROFIT SHARING/401K PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Postemployment Benefits [Abstract] | |
PROFIT SHARING/401K PLAN | PROFIT SHARING/401K PLAN The Company offers eligible domestic full-time employees participation in certain profit sharing/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 $4.7 million, $4.3 million and $3.3 million in 2022, 2021 and 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. |
RETIREMENT PLANS AND RELATED PO
RETIREMENT PLANS AND RELATED POST RETIREMENT BENEFITS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLANS AND RELATED POST RETIREMENT BENEFITS | RETIREMENT PLANS AND RELATED POST RETIREMENT BENEFITS The Company has two non-qualified supplemental retirement defined benefit plans (“SERP” and “SERP II”) for certain current and retired executive officers. The accumulated benefit obligation of the plans as of December 31, 2022 and 2021 amounts to $20.5 million and $28.5 million, respectively. The plans 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 no assets exist at December 31, 2022 or 2021 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 $1.0 million ($1.6 million net of $0.6 million in taxes) and unrecognized actuarial losses of $0.8 million ($2.4 million net of $1.6 million in taxes) are included in AOCI at December 31, 2022 and have not yet been recognized in net periodic pension cost. 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) 2022 2021 Funded Status Projected Benefit Obligation Beginning of the Year — January 1 $ 30,503 $ 31,730 Service Cost 138 195 Interest Cost 834 764 Actuarial Gain (4,917) (1,838) Benefits Paid (348) (348) 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: 2022 2021 Discount Rate 5.00% 2.75% Future Average Compensation Increases 2.00% - 3.00% 2.00% - 3.00% The plans are unfunded at December 31, 2022 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 $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 The assumptions used to determine the net periodic cost are as follows: 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 three years to be $0.6 million, $1.0 million in the year following, and $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 accumulated postretirement benefit obligation is $0.8 million and $1.1 million for the years ended December 31, 2022 and 2021, respectively. The plan is recognized in the accompanying Consolidated Balance Sheets as a current accrued pension liability of $0.1 million and a long- term accrued pension liability of $0.7 million. The net periodic cost for the years ended December 31, 2022, 2021 and 2020 is immaterial. The Company also has a defined benefit plan related to its subsidiary in France. The measurement date for determining the plan obligation and cost is December 31. The defined benefit plan has an overfunded asset of $0.1 million and an unfunded liability of $0.3 million for the years ended December 31, 2022 and 2021, respectively. The plan is recognized in the accompanying Consolidated Balance Sheets as a long-term asset and long-term liability, respectively. The net periodic cost for the years ended December 31, 2022, 2021 and 2020 is 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 plan is 98.0% funded as of January 1, 2022. The Company’s contributions to the plan were $0.5 million in 2022, $0.4 million in 2021 and $0.5 million in 2020. These contributions represent less than 1% of total contributions to the plan. |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | SHAREHOLDERS’ EQUITY Share Buyback Program The Company’s Board of Directors from time to time authorizes the repurchase of common stock, which allows the Company to purchase shares of its common stock in accordance with applicable securities laws on the open market or through privately negotiated transactions. In the year ended December 31, 2020, the Company repurchased 282,000 shares, at an aggregate 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, 2022, approximately 10.8 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 ten 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 Loss and Accumulated Other Comprehensive Loss Comprehensive income or loss consists of net income or loss and the after-tax impact of retirement liability adjustments. No income tax effect is recorded for currency translation adjustments. The components of accumulated other comprehensive loss are as follows: (In thousands) 2022 2021 Foreign Currency Translation Adjustments $ (7,335) $ (5,407) Retirement Liability Adjustment – Before Tax (4,473) (11,370) Tax Benefit 2,282 2,282 Retirement Liability Adjustment – After Tax (2,191) (9,088) Accumulated Other Comprehensive Loss $ (9,526) $ (14,495) The components of other comprehensive income (loss) are as follows: (In thousands) 2022 2021 2020 Foreign Currency Translation Adjustments $ (1,928) $ (939) $ 2,574 Retirement Liability Adjustment 6,897 2,894 (3,396) 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. |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | LOSS PER SHARE Loss per share computations are based upon the following table: (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 1.4 million for the year ended December 31, 2022, 1.2 million for the year ended December 31, 2021, and 0.8 million for the year ended December 31, 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. |
EQUITY COMPENSATION
EQUITY COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY COMPENSATION | 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, is equal to the fair market value of the Common Stock on the grant date. Options become exercisable over periods not exceeding ten 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. At December 31, 2022, the Company had options outstanding for 521,973 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. At December 31, 2022, the Company had options outstanding for 63,149 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. 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, 2022, the Company had stock options and RSU's outstanding that covered 1,369,810 shares under the Long Term Incentive Plan, and there were 1,226,057 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 three 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) 2022 2021 2020 Equity-based Compensation Expense $ 6,497 $ 6,460 $ 5,184 Tax Benefit (1,068) (924) (709) 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 No options were granted during the year ending December 31, 2020. 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 assumptions: 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 year ended December 31 is as follows: 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 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 closing stock price of the Company’s Common Stock was $10.30, $12.00 and $13.23 as of December 31, 2022, 2021 and 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 2022, 2021 and 2020 was $12.89, $14.58 and $14.77, respectively. The total fair value of options that vested during the year amounted to $2.4 million, $1.2 million and $1.4 million for the years ended December 31, 2022, 2021 and 2020, respectively. At December 31, 2022, total compensation costs related to non-vested option awards not yet recognized amounts to $4.6 million and will be recognized over a weighted average period of approximately 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, 2022: 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 314,264 RSU’s granted in 2022 at a weighted-average price of $13.56, of which 129,422 awards were vested and issued during 2022. Forfeitures during the year were 25,781. Included in total equity-based compensation expense for the year ended December 31, 2022 was $3.5 million related to RSU’s. At December 31, 2022, total compensation costs related to non-vested awards not yet recognized amounts to $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 employees’ pay is 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, 2022, employees had subscribed to purchase 473,666 shares at $7.10 per share. The weighted average fair value of the options was approximately $2.39, $5.00 and $3.43 for options granted during the year ended December 31, 2022, 2021 and 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 assumptions: 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 |
FAIR VALUE
FAIR VALUE | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | 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. 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. The purchase consideration included an earnout estimated at a fair value of $2.5 million at the time of acquisition. The terms of the Diagnosys acquisition allow for a potential earnout of up to an additional $13.0 million over the three years post-acquisition based on achievement of new order levels of over $72.0 million during that period. The fair value assigned to the earnout was determined using the real options method, which requires Level 3 inputs such as new order forecasts, discount rate, volatility factors, and other market variables to assess the probability of Diagnosys achieving certain order levels over the period. Based on actual and forecasted new orders, the fair value was zero as of 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. There were no impairment charges to goodwill in any of the Company’s reporting units in 2022 or 2021. As further discussed in Note 7, we performed interim quantitative assessments for the reporting units which had goodwill as of March 28, 2020. Based on our quantitative assessments, the Company recorded non-cash goodwill impairment charges associated with four Aerospace reporting units, totaling approximately $86.3 million within the Impairment Loss line in the Consolidated Statements of Operations in the year ended December 31, 2020. The impairment loss was calculated as the difference between the fair value of the reporting unit (which was calculated using level 3 inputs) and the carrying value of 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 deteriorating economic conditions associated with the COVID-19 pandemic, we recorded an impairment charge to ROU assets of approximately $0.7 million incurred in the Aerospace segment within the Impairment Loss line in the Consolidated Statements of Operations for the 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 $3.5 million recorded within the Other Expense, Net of Other Income line in the accompanying Consolidated Statements of Operations for the year ended December 31, 2020. No such impairment was recorded in 2022 or 2021. These are Level 3 measurements as there were no observable price changes during the year. Of the severance charges recorded, $0.6 million and $2.6 million in 2021 and 2020, respectively, qualify as one-time termination benefit arrangements and were initially measured at fair value using level 3 inputs. Due to their short-term nature, the carrying value of cash and equivalents, accounts receivable and accounts 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. |
SELECTED QUARTERLY FINANCIAL IN
SELECTED QUARTERLY FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
SELECTED QUARTERLY FINANCIAL INFORMATION | SELECTED QUARTERLY FINANCIAL INFORMATION The following table summarizes selected quarterly financial information for 2022 and 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 A former customer filed a lawsuit alleging damages associated with defective product in 2019. Mediation of the matter 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 2022. The Company has also experienced material and labor inflation throughout 2022 which also impacts the comparability against the fourth quarter of 2021. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | LEGAL PROCEEDINGS Lufthansa 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”). In February 2015, the Regional State Court of Mannheim, Germany held 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. The Company appealed to the Higher Regional Court of Karlsruhe. On November 15, 2016, the Higher Regional Court of Karlsruhe upheld the lower court’s decision. The Company sought permission to appeal to the German Federal Supreme Court. By judgment of March 26, 2019, the German Federal Supreme Court dismissed AES's appeal. With this decision, the above mentioned proceedings are complete. In July 2017, Lufthansa filed an action in the Regional State Court of Mannheim for payment of damages caused by AES’s direct sales of the product into Germany. A first instance decision 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. 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 recognized an incremental reserve of $3.5 million in its December 31, 2019 financial statements related to this 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 April 12, 2023. A decision is expected on the appeals of 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. No amount of claimed damages has been specified by Lufthansa. A first instance decision in this matter was issued on December 6, 2019. The Court found that indirect sales (as defined above) by AES to international customers infringe the patent under the conditions specified in the judgment and that the sale of components of the EmPower system to Germany constitutes an indirect patent infringement. The Court rejected Lufthansa's claim that AES is also liable for damages for the sale of modified products. This means that AES is not liable for damages based on the sale of modified outlet units that removed the infringing feature. AES and Lufthansa both appealed this decision and the appeal is currently pending before the Higher Regional Court of Karlsruhe. An oral hearing is scheduled for June 14, 2023, with a decision expected approximately one month later. In its appeal, Lufthansa requested an additional finding that AES shall be 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, 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. 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 most 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 (unless the latter ruling of the Mannheim court is reversed on appeal). Based on the information available and the determination of the damages in the direct sales claim discussed above, we estimated that the Company’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, for a total of approximately $16.1 million. Interest will accrue at a rate of 5% above the European Central Bank rate until final payment to Lufthansa. Approximately $0.6 million was recorded within Selling, General and Administrative Expenses in the Company’s Consolidated Statements of Operations in each of 2022, 2021 and 2020, respectively, for additional interest 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 any damages and related interest will be paid before December 31, 2023. Therefore, the liability related to this matter, totaling $17.8 million and $17.3 million, is classified within Other Liabilities (non-current) in the Consolidated Balance Sheets at December 31, 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 United Kingdom (“UK”) and in 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 normal 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 hearing on the validity of the patent in October 2020. On December 4, 2020, the Court held the French patent invalid for all 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 on February 24, 2023, the court upheld the first instance judgment in favor of AES. As loss exposure is not probable and estimable at this time, the Company has not recorded any liability with respect to the French matter as of December 31, 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 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 Central District of California alleging patent and copyright infringement, and certain other related claims. The Defendants moved to dismiss certain claims from the case. On November 6, 2020, the Court dismissed the Company from the case, and also dismissed a number of claims, though the patent and copyright infringement claims remain. The case proceeded to discovery. In addition, on December 21, 2020, ATS filed a petition for inter partes review (“IPR”) with the US Patent Trial and Appeal Board (“PTAB”), seeking to invalidate the subject patent, and on July 21, 2021, the PTAB instituted IPR. ATS requested and, on August 26, 2021, the District Court granted, a stay of litigation during the IPR proceeding. Oral arguments on the IPR were held on April 21, 2022. The PTAB issued its decision on July 20, 2022, in which it invalidated all of Teradyne’s patent claims. Teradyne will not appeal the decision. The stay of litigation was lifted with respect to the remaining 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 December 31, 2022 or 2021 financial statements, as loss exposure was neither probable nor estimable at such times. In 2019, a former customer filed a lawsuit alleging damages associated with defective product. Mediation of the matter 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 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. |
SEGMENTS
SEGMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENTS | 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 Operating loss 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. Operating loss in the Aerospace segment in 2020 included goodwill impairment and restructuring charges, discussed in Note 7 and Note 22, respectively. 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 The following table summarizes the Company’s property, plant and equipment by country for the years ended December 31: (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 $50.0 million, $36.6 million and $52.3 million in 2022, 2021 and 2020, respectively. Net loss was $0.2 million, $3.8 million and $6.6 million in 2022, 2021 and 2020, respectively. Net assets held outside of the U.S. total $36.6 million and $40.5 million at December 31, 2022 and 2021, respectively. The exchange gain (loss) included in determining net (loss) income was insignificant in 2022, 2021 and 2020. Cumulative translation adjustments amounted to $7.3 million and $5.4 million at December 31, 2022 and 2021, respectively. The Company had a significant concentration of business in 2022 and 2021 with 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: 2022 2021 2020 Percent of Consolidated Sales Boeing 11.0% 10.0% * Panasonic * * 11.1% (In thousands) 2022 2021 Accounts Receivable at December 31, Boeing $ 16,860 $ 14,545 Panasonic * * * Sales represented less than 10% of total consolidated sales in during the given period. |
DIVESTITURE ACTIVITIES
DIVESTITURE ACTIVITIES | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DIVESTITURE ACTIVITIES | DIVESTITURE ACTIVITIES Semiconductor Test Business On February 13, 2019, the Company completed a divestiture of its semiconductor business within the Test Systems segment. The total proceeds of the divestiture included 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 has 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 calendar 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 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 one of its Aerospace buildings for $9.2 million. Net cash proceeds were approximately $8.8 million. A gain on sale of approximately $5.0 million was recorded in the Consolidated Statements of Operations in Net Gain on Sale of Facility in the year ended December 31, 2021. The operation has been integrated into another facility. In 2020, the Company sold certain facilities within the Aerospace segment for $1.5 million in cash. The net gain on the sale was insignificant. |
IMPAIRMENTS, RESTRUCTURING AND
IMPAIRMENTS, RESTRUCTURING AND OTHER CHARGES | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
IMPAIRMENTS, RESTRUCTURING AND OTHER CHARGES | IMPAIRMENTS, RESTRUCTURING AND OTHER CHARGES Goodwill Impairment The 2022 and 2021 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 been restructured in 2019. Additional charges of $0.2 million and $0.4 million associated with restructuring at AeroSat were recorded during 2021 and 2020, respectively. All such charges were 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 charges are presented in the Consolidated Statements of Operations for the years ended December 31 as follows: (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 following table reconciles the beginning and ending liability for restructuring 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 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | 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) 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 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND PRACTICES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | 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 England, as well as engineering offices in the Ukraine and India. |
Principles of Consolidation | 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 Statements of Operations from the respective dates of acquisition. |
Cost of Products Sold, Research and Development and Selling, General and Administrative Expenses and Shipping and Handling | Cost of Products Sold, Research and Development and Selling, General and Administrative ExpensesCost 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 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 included in Cost of products sold. SG&A expenses include costs primarily related to our sales, marketing and administrative departments. Shipping and Handling Shipping and handling costs are included in Costs of products sold. |
Equity-Based Compensation | Equity-Based Compensation The Company accounts for its stock options following Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation (“ASC Topic 718”). ASC 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. Equity-based compensation expense is included in SG&A expenses. |
Cash and Cash Equivalents | 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 Estimated Credit Losses | Accounts Receivable and Allowance for Estimated 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 estimated credit losses. The estimate for credit losses is based on the Company’s assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as the age of the receivable balances, historical experience, credit quality, current economic conditions, and reasonable and supportable forecasts of future economic conditions that may affect a customer’s ability to pay. 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 the carrying amount of trade receivables and contract assets as airlines and other aerospace companies’ cash flows are impacted by the COVID-19 pandemic. |
Inventories | 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 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 or whose value has diminished. |
Cloud Computing Arrangements | 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 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. 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. |
Deferred Financing Costs | 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 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. |
Goodwill | 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. 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, the shortfall up to the carrying value of the goodwill represents the amount of goodwill impairment. |
Intangible Assets | Intangible Assets The estimated fair values of acquired intangibles are generally determined 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. |
Financial Instruments | Financial Instruments The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts 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 and accounts 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 Statements of Operations. Such amounts were immaterial in 2022, 2021 and 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. |
Deferred Tax Asset Valuation Allowance | 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 |
Use of Estimates | 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 | Foreign Currency Translation The Company accounts for its foreign currency translation in accordance with ASC Topic 830, Foreign Currency Translation |
Dividends | Dividends The Company has not paid any cash dividends in the three-year period ended December 31, 2022. |
Loss Contingencies | Loss ContingenciesLoss 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 | Acquisitions The Company accounts for its acquisitions under ASC Topic 805, Business Combinations and Reorganizations |
Newly Adopted and Recent Accounting Pronouncements | Newly Adopted and Recent Accounting Pronouncements We consider the applicability and impact of all ASUs. ASUs not listed above were assessed and determined to be either not applicable, or had and are expected to have minimal impact on our financial statements an d related disclosures. |
IMPAIRMENTS, RESTRUCTURING AN_2
IMPAIRMENTS, RESTRUCTURING AND OTHER CHARGES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring and Impairment Charges | The above restructuring and impairment charges are presented in the Consolidated Statements of Operations for the years ended December 31 as follows: (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 following table reconciles the beginning and ending liability for restructuring 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 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND PRACTICES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of COVID-19 Related Government Assistance | 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 |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Contract Assets and 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, 2022 $ 25,941 $ 28,495 Ending Balance, December 31, 2022 $ 27,349 $ 33,209 |
Summary of Disaggregation of Revenue | The following table presents our revenue disaggregated by Market Segments as of December 31 as follows: (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) 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 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Summary of 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 |
Summary of Allowance for Estimated Credit Losses Deducted from Accounts Receivable | The following table provides a rollforward of the allowance for estimated credit losses that is deducted from accounts receivable to present the net amount expected to be collected at December 31: (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 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories at December 31 are as follows: (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 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, Plant and Equipment at December 31 are as follows: (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 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Acquired Intangible Assets | The following table summarizes acquired intangible assets at December 31 as follows: 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 |
Summary of Estimated Acquired Intangible Assets Amortization Expense | Based upon acquired intangible assets at December 31, 2022, amortization expense for each of the next five years is estimated to be: (In thousands) 2023 $ 13,878 2024 $ 12,856 2025 $ 10,935 2026 $ 9,533 2027 $ 7,825 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of 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 |
WARRANTY (Tables)
WARRANTY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Guarantees [Abstract] | |
Summary of Activity in Warranty Accrual | Activity in the warranty accrual, which is included in other accrued expenses on the Consolidated Balance Sheets, is summarized as follows: (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 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Summary of ROU Assets and Liabilities | 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 |
Summary of Lease Costs and Cash Paid | The following is a summary of the Company's total lease costs as of December 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 measurement of lease liabilities as of December 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 |
Summary of Maturity of Lease Liabilities, Operating Leases | 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 |
Summary of Maturity of Lease Liabilities, Financing Leases | 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 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Provision for (Benefit from) Income Taxes | The provision 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 |
Summary of Effective Tax Rates Differ From Statutory Federal Income Tax Rate | The effective tax rates differ from the statutory federal income tax rate as follows: 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) % |
Summary of Significant Components of Company's Deferred Tax Assets and Liabilities | 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) |
Summary of Components of Net Deferred Tax Assets and Liabilities | 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) |
Summary of Reconciliation of Total Amounts of Unrecognized Tax Benefits Excluding Interest and Penalties | (in thousands) 2022 2021 2020 Balance at Beginning of the Year $ 1,412 $ 1,890 $ 2,565 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 — — 100 Balance at End of the Year $ 443 $ 1,412 $ 1,890 |
RETIREMENT PLANS AND RELATED _2
RETIREMENT PLANS AND RELATED POST RETIREMENT BENEFITS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Summary of Reconciliation of Beginning and Ending Balances of Projected Benefit Obligation | 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) 2022 2021 Funded Status Projected Benefit Obligation Beginning of the Year — January 1 $ 30,503 $ 31,730 Service Cost 138 195 Interest Cost 834 764 Actuarial Gain (4,917) (1,838) Benefits Paid (348) (348) End of the Year — December 31 $ 26,210 $ 30,503 |
Summary of Assumptions Used to Calculate the Post Retirement Benefit Obligation | The assumptions used to calculate the projected benefit obligation as of December 31 are as follows: 2022 2021 Discount Rate 5.00% 2.75% Future Average Compensation Increases 2.00% - 3.00% 2.00% - 3.00% |
Summary of the Components of Net Periodic Cost | 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 |
Summary of Assumptions Used to Determine the Net Periodic Cost | The assumptions used to determine the net periodic cost are as follows: 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% |
SHAREHOLDERS_ EQUITY (Tables)
SHAREHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss are as follows: (In thousands) 2022 2021 Foreign Currency Translation Adjustments $ (7,335) $ (5,407) Retirement Liability Adjustment – Before Tax (4,473) (11,370) Tax Benefit 2,282 2,282 Retirement Liability Adjustment – After Tax (2,191) (9,088) Accumulated Other Comprehensive Loss $ (9,526) $ (14,495) |
Summary of Components of Other Comprehensive Income (Loss) | The components of other comprehensive income (loss) are as follows: (In thousands) 2022 2021 2020 Foreign Currency Translation Adjustments $ (1,928) $ (939) $ 2,574 Retirement Liability Adjustment 6,897 2,894 (3,396) Other Comprehensive Income (Loss) $ 4,969 $ 1,955 $ (822) |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share Computations | per share computations are based upon the following table: (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) |
EQUITY COMPENSATION (Tables)
EQUITY COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Compensation Expense Information Based on Fair Value of Stock Options and RSUs | 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) 2022 2021 2020 Equity-based Compensation Expense $ 6,497 $ 6,460 $ 5,184 Tax Benefit (1,068) (924) (709) Equity-based Compensation Expense, Net of Tax $ 5,429 $ 5,536 $ 4,475 |
Summary of Weighted Average Fair Value of Options Granted | 2022 2021 2020 Weighted Average Fair Value of the Options Granted $ 5.97 $ 7.05 $ — |
Summary of Weighted-Average Assumptions | 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 assumptions: 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 — |
Summary of Company's Stock Option Activity and Related Information | A summary of the Company’s stock option activity and related information for the year ended December 31 is as follows: 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 $ — |
Summary of Weighted Average Exercise Prices and Contractual Lives for Outstanding and Exercisable Stock Options | The following is a summary of weighted average exercise prices and contractual lives for outstanding and exercisable stock options as of December 31, 2022: 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 |
Summary of Fair Value for Options Granted under Employee Stock Purchase Plan | 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 assumptions: 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 |
SELECTED QUARTERLY FINANCIAL _2
SELECTED QUARTERLY FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Selected Quarterly Financial Information | The following table summarizes selected quarterly financial information for 2022 and 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 |
SEGMENTS (Tables)
SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Segment Reporting Information | 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 |
Summary of the Company's Sales and Long-Lived Assets by Geographic Region | 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 The following table summarizes the Company’s property, plant and equipment by country for the years ended December 31: (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 |
Summary of Activities with Major Customers | The following is information relating to the activity with those customers: 2022 2021 2020 Percent of Consolidated Sales Boeing 11.0% 10.0% * Panasonic * * 11.1% (In thousands) 2022 2021 Accounts Receivable at December 31, Boeing $ 16,860 $ 14,545 Panasonic * * * Sales represented less than 10% of total consolidated sales in during the given period. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND PRACTICES - Narrative (Details) | 3 Months Ended | 12 Months Ended | ||||||||
Oct. 03, 2021 USD ($) | Dec. 31, 2022 USD ($) | Oct. 01, 2022 USD ($) | Apr. 02, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 19, 2023 USD ($) | Sep. 30, 2021 USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Number of reportable segments | segment | 2 | |||||||||
Research and development, design and related engineering | $ 48,300,000 | $ 43,300,000 | $ 40,200,000 | |||||||
Cash and cash equivalents maturity period (in months) | 3 months | |||||||||
Depreciation expense | $ 12,000,000 | 12,700,000 | 13,300,000 | |||||||
Unamortized balance of deferred financing costs | $ 3,200,000 | $ 400,000 | 3,200,000 | 400,000 | ||||||
Debt issuance costs | 3,600,000 | 3,600,000 | ||||||||
Net gain on sale | 0 | 5,014,000 | 0 | 5,014,000 | 0 | |||||
Impairment charge | $ 0 | $ 0 | 0 | 0 | 86,300,000 | |||||
Equity investment impairment | 0 | 0 | 3,493,000 | |||||||
Cash dividends paid | 0 | 0 | 0 | |||||||
Term Loan Agreement | Subsequent Event | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Debt issuance costs | $ 6,100,000 | |||||||||
Term Loan Agreement | Subsequent Event | Line of Credit | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Debt face amount | 90,000,000 | |||||||||
Sixth Amended And Restated Credit Agreement | Subsequent Event | Line of Credit | Revolving Credit Facility | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Maximum borrowing capacity | $ 115,000,000 | |||||||||
Federal | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Valuation allowance adjustment | 11,900,000 | 6,000,000 | $ 23,300,000 | |||||||
Foreign Tax Authority | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Valuation allowance adjustment | $ 400,000 | 1,300,000 | ||||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Aerospace facilities | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Net gain on sale | $ 5,000,000 | 5,000,000 | ||||||||
Building | Minimum | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Property, plant and equipment, useful life (in years) | 25 years | |||||||||
Building | Maximum | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Property, plant and equipment, useful life (in years) | 40 years | |||||||||
Machinery and Equipment | Minimum | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Property, plant and equipment, useful life (in years) | 4 years | |||||||||
Machinery and Equipment | Maximum | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
Property, plant and equipment, useful life (in years) | 10 years | |||||||||
United States Department Of Transportation | Grant | ||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||||
USDOT grant receivable amount (up to) | $ 14,700,000 | |||||||||
Portion of grant received | $ 2,100,000 | $ 5,200,000 | 7,400,000 | |||||||
Revenue recognized included in contract liability balance | $ 6,000,000 | $ 8,700,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND PRACTICES - COVID-19 Related Government Assistance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
COVID-19 Related Government Assistance [Line Items] | |||
COVID-19 related government assistance amount | $ 6,073 | $ 10,910 | $ 2,661 |
Reduction in Cost of Products Sold | |||
COVID-19 Related Government Assistance [Line Items] | |||
COVID-19 related government assistance amount | 6,062 | 10,682 | 2,383 |
Reduction in Selling, General and Administrative Expenses | |||
COVID-19 Related Government Assistance [Line Items] | |||
COVID-19 related government assistance amount | $ 11 | $ 228 | $ 278 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Payment range | 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. | |
Capitalized cost | $ 2.5 | $ 0 |
Remaining performance obligation | 571.4 | |
Revenue recognized included in contract liability balance | 14.8 | $ 18.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Remaining performance obligation | $ 451.4 | |
Period of recognition | 12 months |
REVENUE - Summary of Contract A
REVENUE - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contract Assets | $ 27,349 | $ 25,941 |
Contract Liabilities | $ 33,209 | $ 28,495 |
REVENUE - Revenue Disaggregated
REVENUE - Revenue Disaggregated by Market (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Sales | $ 158,153 | $ 116,052 | $ 534,894 | $ 444,908 | $ 502,587 |
Aerospace Total | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales | 461,196 | 365,238 | 417,988 | ||
Commercial Transport | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales | 314,564 | 201,990 | 262,636 | ||
Military | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales | 54,534 | 70,312 | 67,944 | ||
General Aviation | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales | 63,395 | 56,673 | 60,437 | ||
Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales | 28,703 | 36,263 | 26,971 | ||
Test Systems | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales | 73,698 | 79,670 | 84,599 | ||
Semiconductor | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales | 0 | 0 | 3,483 | ||
Aerospace & Defense | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales | $ 73,698 | $ 79,670 | $ 81,116 |
REVENUE - Disaggregated by Prod
REVENUE - Disaggregated by Product Lines (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||||
Sales | $ 158,153 | $ 116,052 | $ 534,894 | $ 444,908 | $ 502,587 |
Aerospace | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales | 461,196 | 365,238 | 417,988 | ||
Test Systems | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales | 73,698 | 79,670 | 84,599 | ||
Electrical Power & Motion | Aerospace | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales | 187,446 | 141,746 | 179,245 | ||
Lighting & Safety | Aerospace | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales | 124,347 | 103,749 | 118,928 | ||
Avionics | Aerospace | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales | 97,234 | 64,901 | 76,113 | ||
Systems Certification | Aerospace | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales | 17,222 | 13,050 | 6,899 | ||
Structures | Aerospace | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales | 6,244 | 5,529 | 9,832 | ||
Other | Aerospace | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales | $ 28,703 | $ 36,263 | $ 26,971 |
ACCOUNTS RECEIVABLE - Summary o
ACCOUNTS RECEIVABLE - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
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 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 3,183 | $ 3,218 |
Bad Debt Expense, Net of Recoveries | 565 | 90 |
Write-off Charges Against the Allowance and Other Adjustments | (1,118) | (125) |
Ending balance | $ 2,630 | $ 3,183 |
INVENTORIES - Summary of Invent
INVENTORIES - Summary of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
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 |
INVENTORIES - Narrative (Detail
INVENTORIES - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Reserve for inventory valuation | $ 36.8 | $ 33.8 |
Percentage of reserve for inventory valuation | 16.40% | 17.70% |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
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 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 8,578 | 8,632 |
Building and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 73,744 | 70,566 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | 123,071 | 121,960 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment gross | $ 6,415 | $ 5,680 |
INTANGIBLE ASSETS - Summary of
INTANGIBLE ASSETS - Summary of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets | ||
Weighted Average Life | 12 years | |
Gross Carrying Amount | $ 214,618 | $ 214,883 |
Accumulated Amortization | $ 135,341 | 120,563 |
Patents | ||
Finite-Lived Intangible Assets | ||
Weighted Average Life | 11 years | |
Gross Carrying Amount | $ 2,146 | 2,146 |
Accumulated Amortization | $ 2,066 | 1,979 |
Non-compete Agreement | ||
Finite-Lived Intangible Assets | ||
Weighted Average Life | 4 years | |
Gross Carrying Amount | $ 11,082 | 11,082 |
Accumulated Amortization | $ 11,052 | 10,592 |
Trade Names | ||
Finite-Lived Intangible Assets | ||
Weighted Average Life | 10 years | |
Gross Carrying Amount | $ 11,402 | 11,447 |
Accumulated Amortization | $ 9,350 | 8,518 |
Completed and Unpatented Technology | ||
Finite-Lived Intangible Assets | ||
Weighted Average Life | 9 years | |
Gross Carrying Amount | $ 47,855 | 47,932 |
Accumulated Amortization | $ 34,877 | 30,441 |
Customer Relationships | ||
Finite-Lived Intangible Assets | ||
Weighted Average Life | 15 years | |
Gross Carrying Amount | $ 142,133 | 142,276 |
Accumulated Amortization | $ 77,996 | $ 69,033 |
INTANGIBLE ASSETS - Narrative (
INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense for intangibles | $ 14.9 | $ 15.4 | $ 17.1 |
INTANGIBLE ASSETS - Summary o_2
INTANGIBLE ASSETS - Summary of Future Amortization Expense for Intangible Assets (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 13,878 |
2024 | 12,856 |
2025 | 10,935 |
2026 | 9,533 |
2027 | $ 7,825 |
GOODWILL - Summary of Changes i
GOODWILL - Summary of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill | ||
Goodwill, Beginning Balance | $ 58,282 | $ 58,282 |
Foreign Currency Translations and Other | (113) | 0 |
Goodwill, Ending Balance | 58,169 | 58,282 |
Goodwill, Gross | 178,870 | |
Accumulated Impairment Losses | (120,701) | |
Goodwill, Net | 58,169 | 58,282 |
Aerospace | ||
Goodwill | ||
Goodwill, Beginning Balance | 36,648 | 36,648 |
Foreign Currency Translations and Other | (114) | 0 |
Goodwill, Ending Balance | 36,534 | 36,648 |
Goodwill, Gross | 157,235 | |
Accumulated Impairment Losses | (120,701) | |
Goodwill, Net | 36,534 | 36,648 |
Test Systems | ||
Goodwill | ||
Goodwill, Beginning Balance | 21,634 | 21,634 |
Foreign Currency Translations and Other | 1 | 0 |
Goodwill, Ending Balance | 21,635 | 21,634 |
Goodwill, Gross | 21,635 | |
Accumulated Impairment Losses | 0 | |
Goodwill, Net | $ 21,635 | $ 21,634 |
GOODWILL - Narrative (Details)
GOODWILL - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||
Oct. 03, 2021 USD ($) reportingUnit | Dec. 31, 2022 USD ($) | Mar. 28, 2020 reportingUnit | Dec. 31, 2022 USD ($) reportingUnit | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) reportingUnit | Oct. 02, 2022 reportingUnit | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Number of reporting units have goodwill and subject to goodwill impairment test | 4 | 4 | |||||
Impairment charge | $ | $ 0 | $ 0 | $ 0 | $ 0 | $ 86,300,000 | ||
Number of reporting units | 8 | ||||||
Number of reporting units impaired | 4 | 4 | 4 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) | 12 Months Ended | ||||||||||||||||
Mar. 31, 2024 USD ($) | Jun. 19, 2023 USD ($) | Jan. 19, 2023 USD ($) | Jan. 17, 2023 | Dec. 31, 2022 USD ($) | Nov. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 21, 2022 USD ($) | Nov. 21, 2022 USD ($) | Nov. 14, 2022 USD ($) | Oct. 21, 2022 USD ($) | Oct. 11, 2022 USD ($) | Sep. 12, 2022 USD ($) | Aug. 09, 2022 USD ($) | Mar. 01, 2022 USD ($) | Feb. 28, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument | |||||||||||||||||
Current Maturities of Long-term Debt | $ 4,500,000 | $ 4,500,000 | $ 0 | ||||||||||||||
Weighted-average interest rate | 13.60% | 13.60% | |||||||||||||||
Debt issuance costs | $ 3,600,000 | $ 3,600,000 | |||||||||||||||
Term Loan Agreement | Subsequent Event | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Debt issuance costs | $ 6,100,000 | ||||||||||||||||
Line of Credit | Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Maximum borrowing capacity | 170,000,000 | 170,000,000 | $ 170,000,000 | $ 170,000,000 | $ 180,000,000 | $ 180,000,000 | $ 170,000,000 | $ 180,000,000 | $ 190,000,000 | $ 225,000,000 | $ 375,000,000 | ||||||
Minimum liquidity | 10,000,000 | $ 10,000,000 | |||||||||||||||
Amounts outstanding under revolving line of credit | 164,000,000 | 164,000,000 | |||||||||||||||
Remaining capacity under the credit facility | 6,000,000 | $ 6,000,000 | |||||||||||||||
Commitment fee (percentage) | 0.40% | ||||||||||||||||
Line of Credit | Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | Minimum | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Consent fee | 0.05% | ||||||||||||||||
Line of Credit | Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | Maximum | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Consent fee | 0.10% | ||||||||||||||||
Line of Credit | Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | SOFR minimum | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Interest rate | 1% | ||||||||||||||||
Line of Credit | Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | SOFR minimum | Subsequent Event | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Interest rate | 1% | ||||||||||||||||
Line of Credit | Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | SOFR | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Interest rate | 5.50% | ||||||||||||||||
Line of Credit | Fifth Amended and Restated Credit Agreement | Revolving Credit Facility | SOFR | Subsequent Event | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Interest rate | 8.50% | ||||||||||||||||
Line of Credit | Fifth Amended and Restated Credit Agreement | Letter of Credit | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Maximum borrowing capacity | 20,000,000 | $ 20,000,000 | |||||||||||||||
Line of Credit | Sixth Amended And Restated Credit Agreement | Revolving Credit Facility | Subsequent Event | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Maximum borrowing capacity | $ 115,000,000 | ||||||||||||||||
Line of Credit | Sixth Amended And Restated Credit Agreement | Revolving Credit Facility | Minimum | Subsequent Event | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Commitment fee percentage | 0.25% | ||||||||||||||||
Line of Credit | Sixth Amended And Restated Credit Agreement | Revolving Credit Facility | Maximum | Subsequent Event | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Commitment fee percentage | 0.375% | ||||||||||||||||
Line of Credit | Sixth Amended And Restated Credit Agreement | Revolving Credit Facility | SOFR minimum | Subsequent Event | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Interest rate | 1% | ||||||||||||||||
Line of Credit | Sixth Amended And Restated Credit Agreement | Revolving Credit Facility | SOFR | Minimum | Subsequent Event | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Interest rate | 2.25% | ||||||||||||||||
Line of Credit | Sixth Amended And Restated Credit Agreement | Revolving Credit Facility | SOFR | Maximum | Subsequent Event | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Interest rate | 2.75% | ||||||||||||||||
Line of Credit | Term Loan Agreement | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Current Maturities of Long-term Debt | $ 4,500,000 | $ 4,500,000 | |||||||||||||||
Line of Credit | Term Loan Agreement | Subsequent Event | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Commitment fee percentage | 5% | ||||||||||||||||
Debt face amount | $ 90,000,000 | ||||||||||||||||
Commitment fee amount | 4,500,000 | ||||||||||||||||
Commitment fees paid on closing date | $ 900,000 | $ 1,800,000 | $ 1,800,000 | ||||||||||||||
Line of Credit | Term Loan Agreement | Subsequent Event | April 1, 2023 through June 1, 2023 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Monthly amortization rate | 0.292% | ||||||||||||||||
Line of Credit | Term Loan Agreement | Subsequent Event | July 1, 2023 through September 1, 2023 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Monthly amortization rate | 0.542% | ||||||||||||||||
Line of Credit | Term Loan Agreement | Subsequent Event | Thereafter | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Monthly amortization rate | 0.833% | ||||||||||||||||
Line of Credit | Term Loan Agreement | SOFR minimum | Subsequent Event | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Interest rate | 2.50% | ||||||||||||||||
Line of Credit | Term Loan Agreement | SOFR | Subsequent Event | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Interest rate | 8.75% | ||||||||||||||||
Line of Credit | Restated Agreement and Term Loan Agreement | Subsequent Event | First quarter of 2023 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Minimum trailing EBITDA amount | $ 14,700,000 | ||||||||||||||||
Line of Credit | Restated Agreement and Term Loan Agreement | Subsequent Event | Second quarter of 2023 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Minimum trailing EBITDA amount | 23,300,000 | ||||||||||||||||
Line of Credit | Restated Agreement and Term Loan Agreement | Subsequent Event | Third quarter 2023 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Minimum trailing EBITDA amount | 39,200,000 | ||||||||||||||||
Line of Credit | Restated Agreement and Term Loan Agreement | Subsequent Event | Forth quarter Of 2023 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Minimum trailing EBITDA amount | 51,700,000 | ||||||||||||||||
Line of Credit | Restated Agreement and Term Loan Agreement | Subsequent Event | First quarter Of 2024 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Minimum trailing EBITDA amount | $ 57,600,000 | ||||||||||||||||
Covenant, minimum fixed charge coverage ratio | 1.10 | ||||||||||||||||
Line of Credit | Restated Agreement and Term Loan Agreement | Subsequent Event | Second quarter of 2024 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Minimum trailing EBITDA amount | $ 65,200,000 | ||||||||||||||||
Line of Credit | Restated Agreement and Term Loan Agreement | Subsequent Event | After second quarter of 2024 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Minimum trailing EBITDA amount | 70,000,000 | ||||||||||||||||
Line of Credit | Restated Agreement and Term Loan Agreement | Subsequent Event | Quarter ended March 31, 2024 | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Minimum liquidity | 20,000,000 | ||||||||||||||||
Line of Credit | Restated Agreement and Term Loan Agreement | Subsequent Event | Thereafter | |||||||||||||||||
Debt Instrument | |||||||||||||||||
Minimum liquidity | $ 10,000,000 |
WARRANTY - Narrative (Details)
WARRANTY - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Product Warranty Liability | |
Product warranty period | 12 months |
Maximum | |
Product Warranty Liability | |
Product warranty period | 60 months |
WARRANTY - Summary of Activity
WARRANTY - Summary of Activity in Warranty Accrual (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Standard Product Warranty Accrual | |||
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 |
LEASES - Summary of ROU Assets
LEASES - Summary of ROU Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 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 Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets | Other Assets |
Finance Right-of-Use Assets, Net — Included in Other Assets | $ 93 | $ 71 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Accrued Expenses | Other Accrued Expenses |
Short-term Finance Lease Liabilities — Included in Other Accrued Expenses | $ 29 | $ 72 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities | Other Liabilities |
Long-term Finance Lease Liabilities — Included in Other Liabilities | $ 67 | $ 0 |
Finance Lease Liabilities | $ 96 | $ 72 |
LEASES - Summary of Lease Cost
LEASES - Summary of Lease Cost and Cash Paid (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
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 | |
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 | $ 1,922 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
New operating leases | $ 3 |
Operating leases, weighted-average remaining term | 4 years |
Financing leases, weighted-average remaining term | 3 years |
Weighted-average operating lease discount rate (as a percentage) | 3.60% |
Weighted-average finance lease discount rate (as a percentage) | 3.60% |
Operating lease payments | $ 1.7 |
LEASES - Summary of Maturity of
LEASES - Summary of Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2023 | $ 4,876 | |
2024 | 3,879 | |
2025 | 3,310 | |
2026 | 1,216 | |
2027 | 859 | |
Thereafter | 1,298 | |
Total Lease Payments | 15,438 | |
Less: Interest | 1,055 | |
Total Lease Liability | 14,383 | $ 18,796 |
Financing Leases | ||
2023 | 32 | |
2024 | 32 | |
2025 | 18 | |
2026 | 14 | |
2027 | 6 | |
Thereafter | 0 | |
Total Lease Payments | 102 | |
Less: Interest | 6 | |
Total Lease Liability | $ 96 | $ 72 |
INCOME TAXES - Provision for (B
INCOME TAXES - Provision for (Benefit from) Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||||
U.S. Federal | $ 5,338 | $ (1,713) | $ (8,679) | |
State | (153) | (667) | (4,539) | |
Foreign | 750 | 1,439 | 1,036 | |
Current | $ (1,700) | 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 |
INCOME TAXES - Effective Tax Ra
INCOME TAXES - Effective Tax Rates Differ from Statutory Federal Income Tax (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Statutory Federal Income Tax Rate | 21% | 21% | 21% |
Stock Compensation Expense | (2.20%) | (2.10%) | (0.30%) |
Non Deductible Goodwill Impairment | 0% | 0% | (10.20%) |
Contingent Consideration Liability Fair Value Adjustment | 0% | 1.70% | 0% |
Other | (0.30%) | (0.70%) | 0% |
Foreign Tax Rate Differential | (2.80%) | (2.70%) | (1.00%) |
State Income Tax, Net of Federal Income Tax Effect | 1% | 2.20% | 3.30% |
Research and Development Tax Credits | 7.70% | 12.80% | 2.20% |
Change in Valuation Allowance | (44.60%) | (29.80%) | (19.20%) |
Net GILTI and FDII Tax Expense | 1.80% | 0% | 0% |
Foreign Tax Credit for Dividend Withholding | (1.50%) | 1.70% | 0% |
Tax Rate Change on 2020 Federal Net Operating Loss Carryback | 0% | 0.90% | 1.30% |
Other | (0.10%) | 0.10% | (0.10%) |
Effective Tax Rate | (20.00%) | 5.10% | (3.00%) |
INCOME TAXES - Significant Comp
INCOME TAXES - Significant Components of Company's Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets: | ||
Asset Reserves | $ 17,680 | $ 17,462 |
Deferred Compensation | 6,798 | 7,424 |
Section 163(j) - Interest Expense Limitation | 0 | 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 | 0 |
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 | 0 | 2,603 |
Other | 1,005 | 1,050 |
Deferred Tax Liabilities | 13,321 | 17,615 |
Net Deferred Tax Liabilities | $ (1,158) | $ (1,148) |
INCOME TAXES - Components of Ne
INCOME TAXES - Components of Net Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Valuation Allowance [Line Items] | ||
Deferred Tax Liabilities — Long-term | $ (1,870) | $ (1,421) |
Net Deferred Tax Liabilities | (1,158) | (1,148) |
Other Assets — Long-term | ||
Valuation Allowance [Line Items] | ||
Other Assets — Long-term | 712 | 273 |
Deferred Tax Liabilities — Long-term | ||
Valuation Allowance [Line Items] | ||
Deferred Tax Liabilities — Long-term | $ (1,870) | $ (1,421) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax | |||
Capitalized research expenses | $ 19,900,000 | ||
Income tax receivable | $ 3,000,000 | ||
Penalties or interest liabilities accrued | 0 | $ 0 | 0 |
Pretax income | 100,000 | (3,300,000) | (7,000,000) |
Foreign subsidiaries' undistributed earnings | 11,300,000 | ||
Deferred tax liabilities for undistributed foreign earnings | 200,000 | ||
Tax benefit relating to the NOL carryback provisions CARES Act | 0 | 300,000 | 1,500,000 |
Luminescent Systems Canada Inc. | |||
Income Tax | |||
Foreign subsidiaries' undistributed earnings | 3,400,000 | ||
Federal | |||
Income Tax | |||
Valuation allowance adjustment | 11,900,000 | 6,000,000 | $ 23,300,000 |
Operating loss carryforwards | 3,100,000 | ||
Taxable income | 51,500,000 | ||
Operating loss carryforwards, subject to expiration | 2,700,000 | ||
Operating loss carryforwards, not subject to expiration | 400,000 | ||
Federal | Tax Year 2020 | |||
Income Tax | |||
Taxable income, utilized net operating losses | 25,700,000 | ||
State | |||
Income Tax | |||
Net operating loss carryforwards | 134,100,000 | ||
Tax credit carryforwards | 1,100,000 | ||
Foreign Tax Authority | |||
Income Tax | |||
Valuation allowance adjustment | 400,000 | $ 1,300,000 | |
Tax credit carryforwards | $ 200,000 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Total Amounts of Unrecognized Tax Benefits Excluding Interest and Penalties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |||
Balance at Beginning of the Year | $ 1,412 | $ 1,890 | $ 2,565 |
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 | 0 | 0 | 100 |
Balance at End of the Year | $ 443 | $ 1,412 | $ 1,890 |
PROFIT SHARING_401K PLAN - Narr
PROFIT SHARING/401K PLAN - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Astronics Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Defined contribution plan charges recognized | $ 4.7 | $ 4.3 | $ 3.3 |
RETIREMENT PLANS AND RELATED _3
RETIREMENT PLANS AND RELATED POST RETIREMENT BENEFITS - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) retirement_plan | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Defined Benefit Plan Disclosure | |||
Number of non-qualified supplemental retirement defined benefit plans | retirement_plan | 2 | ||
Accumulated benefit obligation of the plans | $ 20,500,000 | $ 28,500,000 | |
Fair value of plan assets at period end | 0 | 0 | |
Unrecognized prior service costs | 1,000,000 | ||
Unrecognized prior service costs, net | 1,600,000 | ||
Unrecognized prior service costs, tax | 600,000 | ||
Unrecognized actuarial losses | 800,000 | ||
Unrecognized actuarial gain (losses), net | 2,400,000 | ||
Unrecognized actuarial losses, tax | 1,600,000 | ||
Overfunded asset (unfunded liability) | $ 100,000 | (300,000) | |
Percentage of fund | 98% | ||
Contribution of employer | $ 500,000 | 400,000 | $ 500,000 |
Total employer contribution | 1% | ||
SERP | |||
Defined Benefit Plan Disclosure | |||
Actuarial gain | $ 4,917,000 | 1,838,000 | |
Increase in the discount rate | 2.25% | ||
Current accrued pension liability | $ 300,000 | ||
Long-term accrued pension liability | 25,900,000 | ||
Expected future payments in 2023 (less than for SERP Medical) | 300,000 | ||
Expected future payments in 2024 (less than for SERP Medical) | 600,000 | ||
Expected future payments in 2025 (less than for SERP Medical) | 600,000 | ||
Expected future payments in 2026 (less than for SERP Medical) | 600,000 | ||
Expected future payments in 2027 (less than for SERP Medical) | 1,000,000 | ||
Expected future payments in next five years after that (less than for SERP Medical) | 10,500,000 | ||
SERP Medical | |||
Defined Benefit Plan Disclosure | |||
Current accrued pension liability | 100,000 | ||
Long-term accrued pension liability | 700,000 | ||
Change in retirement benefit obligation | $ 800,000 | $ 1,100,000 |
RETIREMENT PLANS AND RELATED _4
RETIREMENT PLANS AND RELATED POST RETIREMENT BENEFITS - Reconciliation of Beginning and Ending Balances of Projected Benefit Obligation (Details) - SERP - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net Periodic Cost | |||
Balance at beginning of the year | $ 30,503 | $ 31,730 | |
Service Cost | 138 | 195 | $ 223 |
Interest Cost | 834 | 764 | 836 |
Actuarial Gain | (4,917) | (1,838) | |
Benefits Paid | (348) | (348) | |
Balance at end of the year | $ 26,210 | $ 30,503 | $ 31,730 |
RETIREMENT PLANS AND RELATED _5
RETIREMENT PLANS AND RELATED POST RETIREMENT BENEFITS - Assumptions Used to Calculate the Post Retirement Benefit Obligation (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SERP | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Discount Rate | 5% | 2.75% | |
SERP Medical | Minimum | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Future Average Compensation Increases | 2% | 2% | |
SERP Medical | Maximum | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Future Average Compensation Increases | 3% | 3% | 2% |
RETIREMENT PLANS AND RELATED _6
RETIREMENT PLANS AND RELATED POST RETIREMENT BENEFITS - Summarizes the Components of the Net Periodic Cost (Details) - SERP - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 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 | 1,292 | 648 |
Net Periodic Cost | $ 2,307 | $ 2,637 | $ 2,093 |
RETIREMENT PLANS AND RELATED _7
RETIREMENT PLANS AND RELATED POST RETIREMENT BENEFITS - Assumptions Used to Determine the Net Periodic Cost (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SERP | |||
Defined Benefit Plan Disclosure | |||
Discount Rate | 2.75% | 2.42% | 3.17% |
SERP Medical | Minimum | |||
Defined Benefit Plan Disclosure | |||
Future Average Compensation Increases | 2% | 2% | |
SERP Medical | Maximum | |||
Defined Benefit Plan Disclosure | |||
Future Average Compensation Increases | 3% | 3% | 2% |
SHAREHOLDERS_ EQUITY - Narrativ
SHAREHOLDERS’ EQUITY - Narrative (Details) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) vote shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) shares | |
Stockholders Equity | |||
Common stock reserved (in shares) | shares | 10,800 | ||
Income tax effect recorded for currency translation adjustments | $ 0 | ||
Convertible Class B Stock | |||
Stockholders Equity | |||
Class B stock voting rights per share | vote | 10 | ||
Conversion ratio for Class B stock to common stock | 1 | ||
Treasury Stock | |||
Stockholders Equity | |||
Number of shares repurchased (in shares) | shares | 282 | ||
Treasury stock, value | $ 7,700,000 | ||
Amount authorized for stock repurchase program | $ 41,500,000 | ||
Retirement Liability Adjustment | |||
Stockholders Equity | |||
Tax Benefit | $ 0 | $ 0 | $ 0 |
SHAREHOLDERS_ EQUITY - Componen
SHAREHOLDERS’ EQUITY - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' Equity | $ 239,920 | $ 256,604 | $ 270,371 | |
Foreign Currency Translation Adjustments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' Equity | (7,335) | (5,407) | ||
Retirement Liability Adjustment | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' Equity | (2,191) | (9,088) | ||
Retirement Liability Adjustment – Before Tax | (4,473) | (11,370) | ||
Tax Benefit | 2,282 | 2,282 | ||
Accumulated Comprehensive Loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Stockholders' Equity | $ (9,526) | $ (14,495) | $ (16,450) | $ (15,628) |
SHAREHOLDERS_ EQUITY - Compon_2
SHAREHOLDERS’ EQUITY - Components of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other Comprehensive Income (Loss) | $ 4,969 | $ 1,955 | $ (822) |
Foreign Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other Comprehensive Income (Loss) | (1,928) | (939) | 2,574 |
Retirement Liability Adjustment | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Retirement Liability Adjustment | $ 6,897 | $ 2,894 | $ (3,396) |
LOSS PER SHARE - Loss Per Share
LOSS PER SHARE - Loss Per Share Computations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||||
Net Loss | $ (6,779) | $ 1,604 | $ (35,747) | $ (25,578) | $ (115,781) |
Basic Earnings Weighted Average Shares (in shares) | 32,164 | 31,061 | 30,795 | ||
Net Effect of Dilutive Stock Options (in shares) | 0 | 0 | 0 | ||
Diluted Earnings Weighted Average Shares (in shares) | 32,164 | 31,061 | 30,795 | ||
Basic Loss Per Share (in usd per share) | $ (0.21) | $ 0.05 | $ (1.11) | $ (0.82) | $ (3.76) |
Diluted Loss Per Share (in usd per share) | $ (0.21) | $ 0.05 | $ (1.11) | $ (0.82) | $ (3.76) |
Number of shares out-of-the-money (in shares) | 1,400 | 1,200 | 800 | ||
Shares included in EPS computation for the equivalent shares needed to fulfill the 401K obligation (in shares) | 100 | 400 |
EQUITY COMPENSATION - Narrative
EQUITY COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 6,497 | $ 6,460 | $ 5,184 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation costs related to non-vested awards | $ 3,500 | ||
Weighted average period (in years) | 2 years | ||
Number of awards granted in period (in shares) | 314,264 | ||
Weighted-average price of awards (in usd per share) | $ 13.56 | ||
Number of awards vested in period (in shares) | 129,422 | ||
Number of awards forfeitures in period (in shares) | 25,781 | ||
Equity-based compensation expense | $ 3,500 | ||
Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding (in shares) | 1,376,718 | 1,263,658 | |
Share price (in usd per share) | $ 10.30 | $ 12 | $ 13.23 |
Weighted average fair value of options vested (in usd per share) | $ 12.89 | $ 14.58 | $ 14.77 |
Total fair value of options that vested during the year | $ 2,400 | $ 1,200 | $ 1,400 |
Total compensation costs related to non-vested awards | $ 4,600 | ||
Weighted average period (in years) | 3 years | ||
Weighted average fair value of options granted (in usd per share) | $ 5.97 | $ 7.05 | $ 0 |
Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share price (in usd per share) | $ 7.10 | ||
Cash compensation limit | $ 25 | ||
Common stock price to market value (percentage) | 85% | ||
Number of shares employees had subscribed to purchase (in shares) | 473,666 | ||
Weighted average fair value of options granted (in usd per share) | $ 2.39 | $ 5 | $ 3.43 |
Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period of options granted (in years) | 6 months | ||
Director | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period of options granted (in years) | 6 months | ||
Key Employee | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period of options granted (in years) | 3 years | ||
Employee | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period of options granted (in years) | 3 years | ||
Stock Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option exercisable period (not exceeding, in years) | 10 years | ||
Options outstanding (in shares) | 521,973 | ||
Directors Stock Option Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding (in shares) | 63,149 | ||
Long Term Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding (in shares) | 1,369,810 | ||
Options available for future grant (in shares) | 1,226,057 | ||
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option exercisable period (not exceeding, in years) | 10 years | ||
Maximum | Key Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period of options granted (in years) | 5 years | ||
Minimum | Key Employee | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Period of options granted (in years) | 3 years |
EQUITY COMPENSATION - Compensat
EQUITY COMPENSATION - Compensation Expense Information Based on Fair Value of Stock Options and RSU's (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Equity-based Compensation Expense | $ 6,497 | $ 6,460 | $ 5,184 |
Tax Benefit | (1,068) | (924) | (709) |
Equity-based Compensation Expense, Net of Tax | $ 5,429 | $ 5,536 | $ 4,475 |
EQUITY COMPENSATION - Summary o
EQUITY COMPENSATION - Summary of Weighted Average Fair Value of Options Granted (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted Average Fair Value of the Options Granted (in usd per share) | $ 5.97 | $ 7.05 | $ 0 |
EQUITY COMPENSATION - Summary_2
EQUITY COMPENSATION - Summary of Weighted-Average Assumptions (Details) - Stock Option | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend Yield | 0% | 0% | 0% |
Volatility Factor | 61% | 58% | 0% |
Expected Life in Years | 0 years | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free Interest Rate | 3.48% | 0.45% | 0% |
Expected Life in Years | 5 years | 5 years | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free Interest Rate | 3.62% | 1.52% | |
Expected Life in Years | 9 years | 10 years |
EQUITY COMPENSATION - Summary_3
EQUITY COMPENSATION - Summary of Company's Stock Option Activity and Related Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Aggregate Intrinsic Value | |
Options Granted | $ | $ 0 |
Options Exercised | $ | 0 |
Options Forfeited | $ | $ 0 |
Stock Option | |
Options | |
Balance at beginning of the period (in shares) | shares | 1,263,658 |
Options granted (in shares) | shares | 276,298 |
Options exercised (in shares) | shares | (51,138) |
Options forfeited (in shares) | shares | (112,100) |
Balance at end of the period (in shares) | shares | 1,376,718 |
Exercisable at end of the period (in shares) | shares | 687,682 |
Weighted Average Exercise Price | |
Balance at beginning of the period (in usd per share) | $ / shares | $ 21.64 |
Options granted (in usd per share) | $ / shares | 9.74 |
Options exercised (in usd per share) | $ / shares | 9.85 |
Options forfeited (in usd per share) | $ / shares | 13.33 |
Balance at end of the period (in usd per share) | $ / shares | 20.37 |
Exercisable at end of the period (in usd per share) | $ / shares | $ 27.35 |
Aggregate Intrinsic Value | |
Balance at beginning of the period | $ | $ 0 |
Balance at end of the period | $ | 0 |
Exercisable at end of the period | $ | $ 0 |
EQUITY COMPENSATION - Summary_4
EQUITY COMPENSATION - Summary of Weighted Average Exercise Prices and Contractual Lives for Outstanding and Exercisable Stock Options (Details) - Stock Option - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Outstanding | ||
Shares (in shares) | 1,376,718 | 1,263,658 |
Weighted Average Remaining Life in Years | 6 years 10 months 24 days | |
Weighted average exercise price (in usd per share) | $ 20.37 | $ 21.64 |
Exercisable | ||
Shares (in shares) | 687,682 | |
Weighted Average Remaining Life in Years | 4 years 10 months 24 days | |
Weighted average exercise price (in usd per share) | $ 27.35 | |
$3.19 – $14.45 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price, lower range (in usd per share) | 3.19 | |
Exercise price, upper range (in usd per share) | $ 14.45 | |
Outstanding | ||
Shares (in shares) | 757,791 | |
Weighted Average Remaining Life in Years | 8 years 10 months 24 days | |
Weighted average exercise price (in usd per share) | $ 11.59 | |
Exercisable | ||
Shares (in shares) | 140,770 | |
Weighted Average Remaining Life in Years | 7 years 10 months 24 days | |
Weighted average exercise price (in usd per share) | $ 12.28 | |
$22.69 – $35.82 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price, lower range (in usd per share) | 22.69 | |
Exercise price, upper range (in usd per share) | $ 35.82 | |
Outstanding | ||
Shares (in shares) | 609,800 | |
Weighted Average Remaining Life in Years | 4 years 6 months | |
Weighted average exercise price (in usd per share) | $ 30.91 | |
Exercisable | ||
Shares (in shares) | 537,785 | |
Weighted Average Remaining Life in Years | 4 years 1 month 6 days | |
Weighted average exercise price (in usd per share) | $ 30.97 | |
$45.89 – $45.89 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise price, lower range (in usd per share) | 45.89 | |
Exercise price, upper range (in usd per share) | $ 45.89 | |
Outstanding | ||
Shares (in shares) | 9,127 | |
Weighted Average Remaining Life in Years | 2 years 2 months 12 days | |
Weighted average exercise price (in usd per share) | $ 45.89 | |
Exercisable | ||
Shares (in shares) | 9,127 | |
Weighted Average Remaining Life in Years | 2 years 2 months 12 days | |
Weighted average exercise price (in usd per share) | $ 45.89 |
EQUITY COMPENSATION - Fair Valu
EQUITY COMPENSATION - Fair Value for Options Granted under Employee Stock Purchase Plan (Details) - Employee Stock | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Stock Ownership Plan (ESOP) Disclosures [Line Items] | |||
Risk-free Interest Rate | 4.01% | 0.09% | 0.12% |
Dividend Yield | 0% | 0% | 0% |
Volatility Factor | 0.50% | 0.71% | 1% |
Expected Life in Years | 1 year | 1 year | 1 year |
FAIR VALUE - Narrative (Details
FAIR VALUE - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||
Oct. 03, 2021 USD ($) | Oct. 04, 2019 USD ($) | Dec. 31, 2022 USD ($) | Mar. 28, 2020 reportingUnit | Dec. 31, 2022 USD ($) reportingUnit | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) reportingUnit | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||||||
Contingent Consideration Liability Fair Value Adjustment | $ 0 | $ 2,200,000 | $ 0 | ||||
Impairment charge | $ 0 | $ 0 | $ 0 | 0 | $ 86,300,000 | ||
Number of reporting units impaired | reportingUnit | 4 | 4 | 4 | ||||
Equity investment impairment | $ 0 | 0 | $ 3,493,000 | ||||
Severance costs | 600,000 | 2,600,000 | |||||
Aerospace | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||||||
Impairment charge | 86,300,000 | ||||||
Impairment charge to right-of-use assets | 700,000 | ||||||
Severance costs | 300,000 | $ 4,900,000 | |||||
Recurring Basis | Level 3 | Other Assets | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||||||
Financial assets carried at fair value | 0 | 0 | 0 | ||||
Recurring Basis | Level 3 | Other Liabilities | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||||||
Financial liabilities carried at fair value | $ 0 | 0 | 0 | ||||
Nonrecurring Basis | Level 3 | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||||||
Impairment charge | $ 0 | 0 | |||||
Diagnosys Test Systems Limited | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | |||||||
Financial liabilities carried at fair value | $ 2,500,000 | 0 | |||||
Potential additional earn-out | $ 13,000,000 | ||||||
Achievement period | 3 years | ||||||
Earn-out achievement benchmark | $ 72,000,000 | ||||||
Contingent Consideration Liability Fair Value Adjustment | $ 2,200,000 |
SELECTED QUARTERLY FINANCIAL _3
SELECTED QUARTERLY FINANCIAL INFORMATION - Summarizes Selected Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |||||
Sales | $ 158,153 | $ 116,052 | $ 534,894 | $ 444,908 | $ 502,587 |
Gross Profit (Sales Less Cost of Products Sold) | 21,510 | 18,464 | 71,540 | 65,363 | 96,843 |
Net Gain on Sale of Facility | 0 | 5,014 | 0 | 5,014 | 0 |
Earnout on Previous Sale of Business | 0 | 10,677 | 11,284 | 10,677 | 0 |
Loss Before Income Taxes | (7,208) | (151) | (29,793) | (26,960) | (112,410) |
Net (Loss) Income | $ (6,779) | $ 1,604 | $ (35,747) | $ (25,578) | $ (115,781) |
Basic Earnings (Loss) Per Share (in usd per share) | $ (0.21) | $ 0.05 | $ (1.11) | $ (0.82) | $ (3.76) |
Diluted Earnings (Loss) Per Share (in usd per share) | $ (0.21) | $ 0.05 | $ (1.11) | $ (0.82) | $ (3.76) |
SELECTED QUARTERLY FINANCIAL _4
SELECTED QUARTERLY FINANCIAL INFORMATION - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 USD ($) | Oct. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) facility | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) facility | Dec. 31, 2020 USD ($) | Oct. 06, 2021 facility | |
Selected Quarterly Financial Information [Line Items] | |||||||
Total gain (loss) on litigation settlement | $ (500) | $ (8,374) | $ 0 | ||||
Net gain on sale | $ 0 | $ 5,014 | 0 | 5,014 | 0 | ||
Current income tax benefit | $ 1,700 | $ (5,935) | $ 941 | $ 12,182 | |||
Former Customer Lawsuit | |||||||
Selected Quarterly Financial Information [Line Items] | |||||||
Payment | $ 2,000 | ||||||
Total gain (loss) on litigation settlement | $ 1,500 | ||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Aerospace facilities | |||||||
Selected Quarterly Financial Information [Line Items] | |||||||
Number of facilities sold | facility | 1 | 1 | 1 | ||||
Net gain on sale | $ 5,000 | $ 5,000 | |||||
Patent Infringement | |||||||
Selected Quarterly Financial Information [Line Items] | |||||||
Accrual insurance related assessment premium tax offset | 8,400 | ||||||
United States Department Of Transportation | Grant | |||||||
Selected Quarterly Financial Information [Line Items] | |||||||
Grant received | $ 7,600 |
LEGAL PROCEEDINGS (Details)
LEGAL PROCEEDINGS (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Dec. 06, 2019 USD ($) | Aug. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Oct. 01, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | |
Loss Contingencies | |||||||||
Total gain (loss) on litigation settlement | $ (500) | $ (8,374) | $ 0 | ||||||
Current liability | $ 700 | 700 | |||||||
Lufthansa | |||||||||
Loss Contingencies | |||||||||
Loss contingency, damages paid, value | $ 1,300 | ||||||||
Estimated litigation liability | 1,100 | ||||||||
Payment made | 300 | ||||||||
Lufthansa | Astronics Advanced Electronic Systems Corp. | Patent Infringement | Germany | |||||||||
Loss Contingencies | |||||||||
Litigation settlement, amount awarded to other party, excluding interest | $ 3,200 | ||||||||
Loss contingency accrual | 4,700 | $ 1,000 | |||||||
Incremental reserve | $ 3,500 | ||||||||
Indirect Sales | Astronics Advanced Electronic Systems Corp. | Patent Infringement | Germany | |||||||||
Loss Contingencies | |||||||||
Loss contingency accrual | 17,800 | 17,800 | 17,300 | ||||||
Loss contingency, estimate of possible loss, excluding interest | 11,600 | ||||||||
Litigation settlement interest | 1,100 | 4,500 | |||||||
Total gain (loss) on litigation settlement | 7,000 | 7,300 | $ 16,100 | ||||||
Interest rate accrued above bank rate until final payment | 0.05 | ||||||||
Loss contingency, estimate of possible loss | 6,200 | ||||||||
Indirect Sales | Astronics Advanced Electronic Systems Corp. | Patent Infringement | Germany | Reduction in Selling, General and Administrative Expenses | |||||||||
Loss Contingencies | |||||||||
Litigation settlement interest | $ 600 | $ 600 | $ 600 | ||||||
Former Customer Lawsuit | |||||||||
Loss Contingencies | |||||||||
Total gain (loss) on litigation settlement | $ 1,500 | ||||||||
Payment | $ 2,000 |
SEGMENTS - Summary of Segment R
SEGMENTS - Summary of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information | |||||
Sales | $ 158,153 | $ 116,052 | $ 534,894 | $ 444,908 | $ 502,587 |
Total Operating Loss | (30,044) | (28,674) | (100,701) | ||
Additions to (Deductions from) Operating Profit: | |||||
Net Gain on Sale of Businesses | 0 | 10,677 | 11,284 | 10,677 | 0 |
Interest Expense, Net of Interest Income | (9,422) | (6,804) | (6,741) | ||
Loss Before Income Taxes | (7,208) | (151) | (29,793) | (26,960) | (112,410) |
Total Depreciation and Amortization | 27,777 | 29,005 | 31,854 | ||
Total Assets | 615,031 | 609,138 | 615,031 | 609,138 | |
Total Capital Expenditures | 7,675 | 6,034 | 7,459 | ||
Aerospace | |||||
Segment Reporting Information | |||||
Sales | 461,196 | 365,238 | 417,988 | ||
Test Systems | |||||
Segment Reporting Information | |||||
Sales | 73,698 | 79,670 | 84,599 | ||
Operating Segments | |||||
Segment Reporting Information | |||||
Total Operating Loss | $ (10,001) | $ (12,379) | $ (84,284) | ||
Operating Margins | (1.90%) | (2.80%) | (16.80%) | ||
Operating Segments | Aerospace | |||||
Segment Reporting Information | |||||
Sales | $ 461,206 | $ 365,261 | $ 418,079 | ||
Total Operating Loss | $ (1,883) | $ (8,614) | $ (89,833) | ||
Operating Margins | (0.40%) | (2.40%) | (21.50%) | ||
Additions to (Deductions from) Operating Profit: | |||||
Total Depreciation and Amortization | $ 22,384 | $ 23,349 | $ 25,624 | ||
Total Assets | 481,416 | 458,334 | 481,416 | 458,334 | |
Total Capital Expenditures | 4,289 | 4,932 | 6,494 | ||
Operating Segments | Test Systems | |||||
Segment Reporting Information | |||||
Sales | 73,717 | 80,027 | 85,589 | ||
Total Operating Loss | $ (8,118) | $ (3,765) | $ 5,549 | ||
Operating Margins | (11.00%) | (4.70%) | 6.60% | ||
Additions to (Deductions from) Operating Profit: | |||||
Total Depreciation and Amortization | $ 4,341 | $ 5,022 | $ 5,577 | ||
Total Assets | 111,513 | 105,335 | 111,513 | 105,335 | |
Total Capital Expenditures | 3,299 | 1,082 | 952 | ||
Less Inter-segment Sales | Aerospace | |||||
Segment Reporting Information | |||||
Sales | (10) | (23) | (91) | ||
Less Inter-segment Sales | Test Systems | |||||
Segment Reporting Information | |||||
Sales | (19) | (357) | (990) | ||
Corporate and Other Expenses, Net | |||||
Additions to (Deductions from) Operating Profit: | |||||
Corporate and Other Expenses, Net | (21,654) | (18,454) | (21,385) | ||
Total Depreciation and Amortization | 1,052 | 634 | 653 | ||
Total Assets | $ 22,102 | $ 45,469 | 22,102 | 45,469 | |
Total Capital Expenditures | $ 87 | $ 20 | $ 13 |
SEGMENTS - Summarizes the Compa
SEGMENTS - Summarizes the Company's Sales and Long-Lived Assets by Geographic Regions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets | |||||
Sales | $ 158,153 | $ 116,052 | $ 534,894 | $ 444,908 | $ 502,587 |
Property, Plant and Equipment, Net of Accumulated Depreciation | 90,658 | 95,236 | 90,658 | 95,236 | |
Net income (loss) | (6,779) | 1,604 | (35,747) | (25,578) | (115,781) |
Cumulative translation adjustments | (7,300) | (5,400) | (7,300) | (5,400) | |
United States | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Sales | 419,431 | 350,428 | 377,218 | ||
Property, Plant and Equipment, Net of Accumulated Depreciation | 82,317 | 85,681 | 82,317 | 85,681 | |
North America (excluding United States) | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Sales | 9,222 | 6,990 | 7,656 | ||
Asia | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Sales | 21,242 | 21,089 | 27,579 | ||
Europe | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Sales | 78,625 | 62,138 | 85,306 | ||
South America | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Sales | 3,629 | 1,082 | 1,788 | ||
Other | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Sales | 2,745 | 3,181 | 3,040 | ||
France | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Property, Plant and Equipment, Net of Accumulated Depreciation | 6,974 | 7,688 | 6,974 | 7,688 | |
India | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Property, Plant and Equipment, Net of Accumulated Depreciation | 653 | 936 | 653 | 936 | |
Canada | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Property, Plant and Equipment, Net of Accumulated Depreciation | 714 | 931 | 714 | 931 | |
Non-US | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Sales | 50,000 | 36,600 | 52,300 | ||
Net income (loss) | (200) | (3,800) | $ (6,600) | ||
Net assets | $ 36,600 | $ 40,500 | $ 36,600 | $ 40,500 |
SEGMENTS - Schedule of Activiti
SEGMENTS - Schedule of Activities with Major Customers (Details) - Customer Concentration Risk - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Boeing | Consolidated Revenue | |||
Revenue, Major Customer | |||
Percent of consolidated revenue | 11% | 10% | |
Boeing | Accounts Receivable | |||
Revenue, Major Customer | |||
Accounts receivable | $ 16,860 | $ 14,545 | |
Panasonic | Consolidated Revenue | |||
Revenue, Major Customer | |||
Percent of consolidated revenue | 11.10% |
DIVESTITURE ACTIVITIES (Details
DIVESTITURE ACTIVITIES (Details) | 3 Months Ended | 12 Months Ended | ||||||
Feb. 14, 2023 USD ($) | Oct. 06, 2021 USD ($) facility | Feb. 13, 2019 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) facility | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) facility | Dec. 31, 2020 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Net gain on sale | $ 0 | $ 5,014,000 | $ 0 | $ 5,014,000 | $ 0 | |||
Held for Sale | Test Systems | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Contingent earn-outs | $ 10,700,000 | $ 11,300,000 | ||||||
Held for Sale | Test Systems | Subsequent Event | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Contingent earn-outs | $ 3,400,000 | |||||||
Held for Sale | Test Systems | First Earnout | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Maximum total earnout proceeds | $ 35,000,000 | |||||||
Held for Sale | Test Systems | Second Earnout | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Minimum total earnout proceeds | $ 0 | |||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Aerospace facilities | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Number of facilities sold | facility | 1 | 1 | 1 | |||||
Held for sale | $ 9,200,000 | |||||||
Proceeds from sale of facilities | $ 8,800,000 | $ 1,500,000 | ||||||
Net gain on sale | $ 5,000,000 | $ 5,000,000 |
IMPAIRMENTS, RESTRUCTURING AN_3
IMPAIRMENTS, RESTRUCTURING AND OTHER CHARGES - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Oct. 03, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||||
Goodwill impairment loss | $ 0 | $ 0 | $ 0 | $ 0 | $ 86,300,000 |
Severance costs | 600,000 | 2,600,000 | |||
Equity investment impairment | 0 | 0 | 3,493,000 | ||
Aerospace | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Goodwill impairment loss | 86,300,000 | ||||
Restructuring, settlement and impairment provisions | 200,000 | 400,000 | |||
Impairment charge to right-of-use assets | 700,000 | ||||
Severance costs | $ 300,000 | $ 4,900,000 | |||
Test Systems | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | $ 300,000 |
IMPAIRMENTS, RESTRUCTURING AN_4
IMPAIRMENTS, RESTRUCTURING AND OTHER CHARGES - Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 195 | $ 798 | $ 5,327 |
Impairment Loss | 0 | 0 | 87,016 |
Total Restructuring and Impairment Charges | 195 | 798 | 92,343 |
Cost of Products Sold | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 0 | 221 | 280 |
Selling, General and Administrative Expenses | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 195 | $ 577 | $ 5,047 |
IMPAIRMENTS, RESTRUCTURING AN_5
IMPAIRMENTS, RESTRUCTURING AND OTHER CHARGES - Beginning and Ending Liability for Restructuring Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 2,400 | $ 5,631 | $ 5,190 |
Restructuring Charges Recognized | 195 | 798 | 5,327 |
Cash Paid | (2,595) | (4,029) | (4,886) |
Ending balance | $ 0 | $ 2,400 | $ 5,631 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for Estimated Credit Losses | |||
Movement in Valuation Allowances and Reserves | |||
Balance at the Beginning of Period | $ 3,183 | $ 3,218 | $ 3,559 |
Additions Charged to Cost and Expense | 565 | 90 | 1,913 |
Write-Offs/Other | (1,118) | (125) | (2,254) |
Balance at End of Period | 2,630 | 3,183 | 3,218 |
Reserve for Excess and Obsolete Inventories | |||
Movement in Valuation Allowances and Reserves | |||
Balance at the Beginning of Period | 33,775 | 33,410 | 33,606 |
Additions Charged to Cost and Expense | 2,850 | 3,852 | 4,166 |
Write-Offs/Other | 192 | (3,487) | (4,362) |
Balance at End of Period | 36,817 | 33,775 | 33,410 |
Deferred Tax Valuation Allowance | |||
Movement in Valuation Allowances and Reserves | |||
Balance at the Beginning of Period | 43,519 | 37,168 | 13,303 |
Additions Charged to Cost and Expense | 15,236 | 7,100 | 23,152 |
Write-Offs/Other | (1,386) | (749) | 713 |
Balance at End of Period | $ 57,369 | $ 43,519 | $ 37,168 |