ASTRONICS CORP
For the period ended Dec 31, 2023. Filed Mar 5, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 5, 2024
ATRO$62.00+5.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits and Financial Statement Schedules
a. The documents filed as a part of this report are as follows:
- The following financial statements are included:
i. Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021
ii. Consolidated Statements of Comprehensive Loss for the years ended December 31, 2023, 2022 and 2021
iii. Consolidated Balance Sheets as of December 31, 2023 and 2022
iv. Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021
v. Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2023, 2022 and 2021
vi. Notes to Consolidated Financial Statements
vii. Reports of Independent Registered Public Accounting Firm (PCAOB ID:42)
viii. Management’s Report on Internal Control Over Financial Reporting
- Financial Statement Schedule
Schedule II. Valuation and Qualifying Accounts
All other consolidated financial statement schedules are omitted because they are inapplicable, not required, or the information is included elsewhere in the Consolidated Financial Statements or the notes thereto.
- Exhibits
| ExhibitNo. | Description |
| 1.1 | Equity Distribution Agreement, incorporated by reference to Exhibit 1.1 on the registrant’s Current Report on Form 8-K filed on August 8, 2023 (File No. 000-07087). |
| 3 (a) | Restated Certificate of Incorporation, incorporated by reference to the registrant’s 2013 Annual Report on Form 10-K, Exhibit 3(a), filed March 7, 2014 (File No. 000-07087). |
| (b) | By-Laws, as amended |
| (c) | Certificate of Amendment of the Certificate of Incorporation of Astronics Corporation, incorporated by reference to the registrant’s Current Report on Form 8-K, Exhibit 3.1, filed May 24, 2023 (File No. 000-07087). |
| 4 (a) | Description of Registrant’s Securities, incorporated by reference to the registrant’s 2022 Annual Report on Form 10-K, Exhibit 4(a), filed March 10, 2023 (File No. 000-07087). |
| 10.1* | Restated Thrift and Profit Sharing Retirement Plan, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.1, filed March 3, 2011 (File No. 000-07087). |
| 10.2* | Non-Qualified Supplemental Retirement Plan, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.5, filed March 3, 2011 (File No. 000-07087). |
| 10.3* | Employment Termination Benefits Agreement dated December 16, 2003 between Astronics Corporation and Peter J. Gundermann, President and Chief Executive Officer of Astronics Corporation, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.6, filed March 3, 2011 (File No. 000-07087). |
| 10.4* | Employment Termination Benefits Agreement dated December 16, 2003 between Astronics Corporation and David C. Burney, Vice President and Chief Financial Officer of Astronics Corporation, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.7, filed March 3, 2011 (File No. 000-07087). |
| 10.5* | 2005 Director Stock Option Plan, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.8, filed March 3, 2011 (File No. 000-07087). |
| 10.6* | Supplemental Retirement Plan, Amended and Restated, March 6, 2012, incorporated by reference to the registrant’s 2012 Annual Report on Form 10-K, Exhibit 10.10, filed February 22, 2013 (File No. 000-07087). |
| 10.7* | First Amendment of the Employment Termination Benefits Agreement dated December 30, 2008 between Astronics Corporation and Peter J. Gundermann, President and Chief Executive Officer of Astronics, incorporated by reference to the registrant’s 2008 Annual Report on Form 10-K, Exhibit 10.11, filed March 11, 2009 (File No. 000-07087). |
| 10.8* | First Amendment of the Employment Termination Benefits Agreement dated December 30, 2008 between Astronics Corporation and David C. Burney, Vice President and Chief Financial Officer of Astronics Corporation, incorporated by reference to the registrant’s 2008 Annual Report on Form 10-K, Exhibit 10.12, filed March 11, 2009 (File No. 000-07087). |
|---|---|
| 10.9* | Employment Termination Benefits Agreement Dated February 18, 2005 between Astronics Corporation and Mark A. Peabody, Executive Vice President of Astronics Advanced Electronic Systems, Inc., incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.13, filed March 3, 2011 (File No. 000-07087). |
| 10.10* | First Amendment of the Employment Termination Benefits Agreement dated December 31, 2008 between Astronics Corporation and Mark A. Peabody, Executive Vice President of Astronics Advanced Electronic Systems, Inc., incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.14, filed March 3, 2011 (File No. 000-07087). |
| 10.11* | Form of Indemnification Agreement as executed by each of Astronics Corporation’s Directors and Executive Officers, incorporated by reference to the registrant’s 2010 Annual Report on Form 10-K, Exhibit 10.15, filed March 3, 2011 (File No. 000-07087). |
| 10.12* | 2011 Employee Stock Option Plan, incorporated by reference to the registrant’s Form S-8, Exhibit 4.1 filed on August 4, 2011 (File No. 000-07087). |
| 10.13* | Supplemental Retirement Plan II, incorporated by reference to the registrant’s 2012 Annual Report on Form 10-K, Exhibit 10.18, filed February 22, 2013 (File No. 000-07087). |
| 10.14* | Astronics Corporation Amended and Restated 2017 Long Term Incentive Plan, (incorporated by reference to Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A, as filed with the SEC on April 13, 2021). |
| 10.15* | Form of Stock Option Agreement (Named Executive Officers) under Amended and Restated 2017 Long Term Incentive Plan, incorporated by reference to the registrant’s 2022 Annual Report on Form 10-K, Exhibit 10.18, filed March 10, 2023 (File No. 000-07087). |
| 10.16* | Form of Performance Based Vesting RSU Agreement (Named Executive Officers) under Amended and Restated 2017 Long Term Incentive Plan, incorporated by reference to the registrant’s 2022 Annual Report on Form 10-K, Exhibit 10.19, filed March 10, 2023 (File No. 000-07087). |
| 10.17* | Form of Time-Based Vesting RSU Agreement (Directors) under Amended and Restated 2017 Long Term Incentive Plan, incorporated by reference to the registrant’s 2022 Annual Report on Form 10-K, Exhibit 10.20, filed March 10, 2023 (File No. 000-07087). |
| 10.18* | Form of Time-Based Vesting RSU Agreement (Key Employees) under Amended and Restated 2017 Long Term Incentive Plan, incorporated by reference to the registrant’s 2022 Annual Report on Form 10-K, Exhibit 10.21, filed March 10, 2023 (File No. 000-07087). |
| 10.19 | Sixth Amended and Restated Credit Agreement entered into by and among Astronics Corporation, HSBC Bank USA, National Association, Wells Fargo Bank, N.A., incorporated by reference to Exhibit 10.1 on the registrant’s Current Report on Form 8-K on January 19, 2023 (File No. 000-07087). |
| 10.20 | Credit Agreement dated as of January 19, 2023 by and among Astronics Corporation, Great Rock Capital Partners Management, LLC, incorporated by reference to Exhibit 10.2 on the registrant’s Current Report on Form 8-K on January 19, 2023 (File No. 000-07087). |
| 10.21 | First Amendment to Sixth Amended and Restated Credit Agreement, incorporated by reference to Exhibit 10.1 on the registrant’s Current Report on Form 8-K filed on June 28, 2023 (File No. 000-07087). |
| 10.22 | Second Amendment to Sixth Amended and Restated Credit Agreement, incorporated by reference to Exhibit 10.1 on the registrant’s Current Report on Form 8-K filed on November 1, 2023 (File No. 000-07087). |
| 10.23 | First Amendment to the Credit Agreement by and among Astronics Corporation, Great Rock Capital Partners Management, LLC. |
| 21** | Subsidiaries of the Registrant. |
| 23** | Consent of Independent Registered Public Accounting Firm; filed herewith. |
| 31.1** | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002; filed herewith. |
| 31.2** | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002; filed herewith. |
| 32** | Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002; filed herewith. |
| 97** | Compensation Clawback Policy, dated December 1, 2023; filed herewith. |
| 101.INS** | XBRL Instance Document |
|---|---|
| 101.SCH** | XBRL Taxonomy Extension Schema Document |
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document |
| ** | Submitted electronically herewith |
|---|
SCHEDULE II
Valuation and Qualifying Accounts
| Year | Description | Balance at theBeginning ofPeriod | Additions Charged to Cost and Expense | Write-Offs/Other | Balance atEnd ofPeriod |
|---|---|---|---|---|---|
| (In thousands) | |||||
| 2023 | Allowance for Estimated Credit Losses | $2,630 | $7,772 | $(1,209) | $9,193 |
| Reserve for Excess and Obsolete Inventories | $36,817 | $8,229 | $(6,507) | $38,539 | |
| Deferred Tax Valuation Allowance | $57,369 | $8,096 | $175 | $65,640 | |
| 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 | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.