Greetings and welcome to the Astronics Corporation First Quarter 2019 Financial Results Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Deb Pawlowski, Investor Relations. Thank you. You may begin.

Thanks, Christine, and good morning, everyone. We certainly appreciate your time today and your interest in Astronics. Joining me on the call are Peter Gundermann, our President and CEO; and Dave Burney, our Chief Financial Officer. You should have a copy of the first quarter 2019 financial results, which were released earlier this morning. And if not, you can find them on our website, at www.astronics.com. Let me mention first and you're likely aware, that we may make some forward-looking statements during the formal discussion as well as during the Q&A session. These statements apply to future events that are subject to risks and uncertainties, as well as other factors that could cause actual results to differ materially from what is stated here today. These risks and uncertainties and other factors are provided in the earnings release as well as with other documents filed with Securities and Exchange Commission. These documents can be found on our website or sec.gov. During today's call, we will also discuss some non-GAAP financial measures; we believe these will be useful in evaluating our performance. You should not consider the presentation of this additional information in isolation or the substitute for results prepared in accordance with GAAP. We have provided reconciliations of non-GAAP measures to comparable GAAP measures in the tables that accompany today's release. So with that, let me turn it over to Pete to begin. Peter?

Thank you, Debbie, and good morning, everybody. Thanks for tuning into our call. We're going to talk through the following agenda. First, we're going to go through - talk about our semiconductor test sale that we did in the first quarter, it was obviously a big gain on that sale and it colored our financial statements and the separation of that business is working its way through our operations in certain way, so we're going to talk through some of the consequences of that. And then we're going to talk through first quarter results, both on a consolidated basis and then through our segments. And long story short; first quarter in most respects was a really strong quarter for the company, demand was very strong, margins with a couple of weak spots we're generally strong and improved. We're happy with that; it is a fresh start to the year. Dave is going to talk through our balance sheet on the heels of our semiconductor sale and some of our debt covenants and financial status in those areas, and then I'll take it back and we'll talk about our - the remainder of our 2019 expectations. So with respect to the semiconductor sale, as previously announced, it closed on February 13. We sold that business to Adventest Corporation for $104 million cash at closing, there are some other earn out opportunities but it's a little early to begin to value those things at this point. The $104 million turned into a pretty profitable gain on sale of about $80 million. I'm going to try to confuse people first here for a second and then I'll let Dave unconfuse them in a minute; but that $80 million gain on sale, when all is set and done, we feel will be a net…

Thanks, Pete. I guess for clarification, Pete mentioned when we look at the non-GAAP reconciliation to pull out the activity of the semi business that we sold. He touched on the $62 million adjustment to net income or to remove the effect of semiconductor, the biggest component there is, but not the only component, the biggest component is the gain on the sale of it. There will be activity going through there to remove the activity, the operating activity of this - the semi business from the first quarter and some straggling activity that will have through the year, potentially there. But when he talked about the net gain there, the difference between the $58 million and roughly $60 million - $61 million plus non-GAAP adjustment, not to get too technical, so - I am not a tax guy, but our taxes are accrued at the expected annualized tax rate, which in our case is about 22%, including the tax on the gain of the sale of its semi business, which actually has a higher effective tax rate, than what our consolidated rate is, but we don't record that particular expense in the quarter, it happened, it's part of our blended rate of 22%. But when we talk about the net gain on that particular transaction, we're talking about it, net of the gain on a standalone basis there. So by the end of the year, everything will even out there, but getting to our balance sheet, it was a solid year, solid quarter and cash flow generation, we generated about $11 million in cash from operations. Our outstanding debt at the end of the quarter was down to $115 million, down from $232 million at the end of 2018. And so we used the proceeds from the semi-sale to…

So looking forward, the rest of 2019, we are leaving our revenue guidance intact and unchanged, that has consolidated revenue in the range of $760 million to $805 million at the midpoint. That's about 8% growth on an adjusted basis. Aerospace, we expect to be $710 million to $745 million, 8% growth at the midpoint and test, $50 million to $60 million, but actually quite a bit up 14% on an adjusted basis growth over last year. In terms of the sequence for the flow of the year, we're actually expecting the second quarter to be a little bit lighter. We're expecting revenues somewhere in the $190 million range; it's just timing and the way things are lining up. We also will have some restructuring charges of approximately $2 million based on the initiatives that I described earlier in this call, that will hit in the second quarter. And again, we're expecting that our two struggling businesses will improve their operating losses to somewhere in the neighborhood of $5 million or a little bit less, so - even including the restructuring charges, this should be a pretty big improvement over what we saw in the first quarter. I think that ends our prepared remarks. Christine, I think, let's open it up for questions now.

Thank you. We will now be conducting a question-and-answer session. [Operator Instructions] Thank you. Our first question comes from the line of Jon Tanwanteng with CJS Securities. Please proceed with your question.

Good morning, gentlemen. Nice quarter and thanks for taking my questions. Can you talk about the real-time progress you're currently seeing at AeroSat? I think you mentioned some order risk for the back half, but if I recall correctly, your distribution partners should have been taking orders for a little over a month by now. What's the update from them, what's the feedback?

Well, the feedback is that the system seems to work and work pretty well and customers seem to be pretty enthusiastic about it. A couple of things need to happen for orders to materialize, the way we envision and one of the critical ones is STC, Supplemental Type Certificate to put the system on airplanes, and that's where things are right now. There are, I'd say, approximately half of the airplane models that we ultimately want to be targeting, have STCs, but half of them don't. So those STCs are getting a lot of attention and we're watching that really closely and I think by the end of the second quarter, we'll kind of know where the year is going to - where the year is going to shape up, but what we need to do is see those STCs happen and then we need to see you're right, our partners accumulating orders and in intern, buying things from us.

And on the models that do have the STCs now, are you seeing good uptake at all or is it totally fatal [ph]?

Reasonably good and it's a little early to tell. We've put - we have 20 systems or so, kind of out there, sold or installed or about to be installed. And so it's one of these things where it's a little bit crawl, walk, run but we're somewhere between the crawling and the walking. We'd like to be running in the third and fourth quarter. And those are the orders that are materially different than what we've seen so far.

And then just in terms of the comments you made about Q3 and Q4 strengthen, I know you said that these problem businesses would step a little bit. Do you see any strengthening the core aerospace business as well?

Well, we would hope to continue to be strong. I mean, we watch our bookings pretty closely and bookings have been positive even on pretty strong shipments. So, there are some things happening in the industry that are - that we're mindful of. I mean, all the trade tariffs, all the 737 situation things like that, that are a little bit concerning. But overall, our sense is that we are well positioned. Our customers are enthusiastic about the goods and services that we're offering. And we continue to expect to have a really good second half of the year.

And then you mentioned the 737. I was going to ask, if you could break out what kind of impact that's currently having on your business now, of you expect it to be significant in the future? And when do you have it resuming full production in your outlook?

Well, we don't, we don't pretend to know much about the status of the program that others don't know, but our impact so far has been I would say pretty modest, I mean at this point, we're thinking it's going to be somewhere in the neighborhood of a $5 million to $7 million hit to revenue, as best we can tell in 2019. Fortunately from - for us, we're seeing enough offsetting growth in other areas that we did not feel it's necessary to revise down our sales forecast for the rest of the year. So, that's part of the thinking as to why we held the plan where it was, but it seems to be a pretty fluid environment and our business with the 737 in particular, the lines at 737s that is we have a forecast and that we get release orders in relatively short order and those release orders don't go out too far. So it's a little hard for us to predict pass that kind of July timeframe, but what we've seen is generally consistent with what's been out there in the press in terms of build rates.

Our next question comes from the line of Josh Sullivan with Seaport Global. Please proceed with your question.

Good morning. Nice quarter, here. Just to follow-up on that, that 737 question, just curious if you see any dichotomy between supplier furnished equipment versus buyer furnished equipment related to the 737 and if maybe you answer that by saying your timeline does go out that far, but just curious if there's any difference between the two at this point?

Sure. I'm not sure I know how to answer that question; I guess our BFE is usually not line-fit, it's usually retrofit or aftermarket. So - and those are agreements generally with leasing companies or airline operators and I would not say that we've seen a related slowdown from those people so - so that's not really, an effect. The effect would - on us so far has just been line fit and for us, that's primarily exterior lighting on the 37 and we do some cockpit work through avionics companies and we most significantly do passenger service units or PSUs in the cabin. Those things that hang overhead or the reading lights and the audio and oxygen system and things like that are residence. So we've definitely seen an impact on line fit. In the short term, I don't feel like we've seen an aftermarket affect yet.

In terms of timing of that, the biggest impact is going to be on the second quarter. That's why we're - part of the reason we're projecting the second quarter to be a - to be our weakest quarter. The expected cadences on our deliveries for 737 drops in the second quarter and then throughout the year as you get to the end of the year, we expect it to recover and get back to a normal build rate by the end of the year.

And then just with regard to the three stragglers, so is the total expectation for the year, still $18 million, as you broke it down $10 million, $5 million, $2.5 million, so we should be break even by Q4, is that the way to read that?

I think that's a good plan at this point. We obviously will update it as that the quarters go by. I should - I guess I should say that I think based on timing, there is opportunity to do significantly better than that, but we're hedging a little bit, just because this has been a little bit of an ugly road. So for now, that's our expectation, but there is room for it to go better, there's also I suppose room for it to go worse, I mean we could have setbacks on our development plan, we could have a slower than desired take off - take up in some of the programs that we're expecting to hit in the third and fourth quarter, but on balance for now, that's a reasonable expectation.

Then just one last one on capital allocation front; what are the thoughts on target acquisition multiples at this point? What are you seeing now, what verticals remain attractive and then I guess, what's the hurdle rate between doing more M&A versus executing on that repurchase authorization at this point?

Yes, so typically, when we - we don't use the cookie-cutter approach in terms of our hurdle rate to our, to the acquisitions. They come with different, different qualities of earnings, if you will, but I'd say, at the low point, we would expect at least 15% hurdle rate on an acquisition, when we look at it for one that might have a little bit more speculative earnings potential, we would look at a discounted cash flow, using a rate probably approaching 20% in some cases. So that's how we approach the acquisition side of it.

Okay, thank you.

So we would use a similar approach to looking at a share repurchase that probably at the lower end of risks and since we tend to know more about our own business there, but you know, there is a lot of academic articles out there that notoriously cite management's inability to predict their stock price in the future. There are a couple of very large companies out there that had big share buybacks at peaks. Historically when we did our last share buyback, what we, what we did was we put a 10B5 program in place with different purchase prices at - where we would buy more shares at lower prices and execute through a 10B5 program and that ended up being very successful for us. I don't remember the average price we purchased that, but it was significantly lower than where the share prices were a year later.

Okay, thank you.

Our next question comes from the line of Ken Herbert with Canaccord Genuity. Please proceed with your question.

Pete, I just wanted to first ask you, you had a really nice quarter in the - within aerospace and the electrical power and motion product line and it's clearly sort of reset up here into the, into the low $90 million in terms of the contribution. Is that a revenue run rate that's sustainable through '19 and into '20 or is there even maybe upside as some of the bigger programs you're on with U.S. Airlines pick speed or how should we think about that?

Well, it's - we think it's a pretty solid business and it is performing really well, as you pointed out, up 27% over a year ago. A year ago, it was flexing up I believe in the first quarter and strengthened over the course of the year. So it's been a nice one. We continue to have a very strong market position there and we think it continues to be an in-demand kind of product offering, increasingly narrow bodies, just like it has been for a long time and wide-bodies. So, I'm not sure hope it continues to expand like that, I will tell you that one of our lesser product lines, Ken, you probably know built into that product grouping as our flight critical power distribution first primarily for smaller private aircrafts, which is something that we have been working on and investing in pretty heavily over the last five years and it's - it's taking on a bigger role also. So our expectation is that the end of this year and next year that product line is going to start having a more material impact not only on our electrical power and motion product reporting specifically, but in terms of our overall consolidated income statement, should be a good contributor.

Because you did have a nice ramp last year on this product line, so that the comps are only going to get tougher so imagine the reported growth will slow as you go through the year, but if you're able to maintain that sort of $90 million to $95 million run rate, that represents a very nice step up in that business. So that's encouraging.

Yes, I agree.

On the test systems side of the market I mean, you had a really nice military quarter there, and I know this business can be very lumpy but are you, are you seeing any sort of catch-up it sounds like from a lot of other suppliers that they are finally starting to see some of the money that was authorized in fiscal 2017 and 2018 flow through. Are you seeing that as well or are there any particular program you'd point to there that drove the nice quarter on the military test side?

Well, I think the shipments in the first quarter are a reflection of bookings that we had in the third and fourth quarters and it's a range of programs and I would agree with you that we are starting to see money flow a little bit better there, that's part of the reason why we were comfortable selling our semiconductor test business like we did and the growth that we're expecting even if the adjusted growth that we're expecting on the A&D side of test, is in the neighborhood of 14% or so year-over-year. So yes, we're pretty optimistic for some prospects and there - like it's often the case in the test business, there are a few target programs out there that for a company our size could be game changers and I guess, I'd prefer to stay away from naming them at this point, but it's a little bit of a whale hunt and it's nice to have two or three whales that you're, that you're pursuing and if things go right, we think that those could be - there won't be necessarily expecting 2019 resolved, but there could be 2019 awards, driving the next two or three years in a much higher trajectory. So as I said earlier, it's a transition quarter for our test business. It hasn't been easy. We sold off a big chunk of it, and we had to right size the organization for the prospects that are immediately in front of it and then we got to turn and execute on those prospects. So, there is a lot in front of our test business, but it's not - it's by no means a doom and gloom scenario, it's one would think has some very worthwhile targets in front of it.

And if I could just finally on the struggling businesses, your stragglers on primarily the AeroSat and CSC is the right way to think about it with the restructuring you've done and with visibility you have on the cost side that the targets you outlined in terms of sort of improvement on the cost side really are not reflective in the, especially in the case of AeroSat they're not assuming that substantial revenue ramp in the second half of the year, but you can really get this down to the $2.5 million, maybe some help from the top line in volume, but that's really reflective of the improvements on the cost side, is that the right way to think about it?

It's both. I mean, if we don't get the revenue ramp, then the cost cutting that we did will not result in - it will result in something more than the $2.5 million per quarter loss, I'm guessing, I mean, I don't have that in front of me, but we did what we did with the anticipation of a kind of a middle of the road range of likely outcomes for the revenue ramp and it's really - it's a similar situation at CCC, you said CSC, just to be clear CCC, where there is a cost - the cost challenge in terms of that development program and our assumption is that, that related cost winds down through the third quarter and that the revenues that are in part being driven by that development program pick up in the third quarter and fourth quarter. And it's a two-step approach; manage the costs, get the revenue. And if we do that, I think we have - we are much closer to the line of sight to kind of reasonable --a reasonable world than we have been over the last year or so with those two in particular.

Now, it looks like you've significantly derisked those businesses this year. So, really nice work there. Well, great quarter. Thanks for the time.

Our next question comes from the line of Michael Ciarmoli with SunTrust. Please proceed with your question.

Good morning, guys. Thanks for taking the questions, nice quarter and I have to apologize, I know how a note that went out earlier today with the wrong consensus numbers. So that's on me. I apologize for that.

We didn't notice, Mike.

I think everybody else did. Just on Ken's questioning, I know you had been looking AeroSat, CCC, and Armstrong could be, I guess to go from $45 million to $80 million, you took some cost out. Where do you see the revenues now this year, just given sort of the revised expectations?

That's a good question and it's hedging down a little bit. In that, there we're really - we talk, when we talk about AeroSat in particular, we talk about our tail mount business jet program the most. But our expectations for 2019 were really built on three legs to a stool. One of those legs moved out of 2019 into 2020. So I'm not exactly prepared for your question, but I'm going to say $85 million consolidated, it's going to turn into $70 million probably or so.

Okay.

For those three.

Let me add - let me be more prepared next quarter, but I think we're, I think it's in that range. It's down a little bit, it's still an important big improvement.

Got it. But then, to your point, you've got strength in other areas of the business, keeping the guidance the same.

Yes.

And then, just maybe a little bit more on the 737. I know you called out the impact, but what sort of scenarios, can you kind of walk us through maybe, what you had been thinking? I mean, most of the supply chain was obviously doing [indiscernible]. I don't, I wouldn't expect you to have any other visibility beyond what we've heard from Boeing, but it seems like this plane is not going to fly until September. I know Spirit is producing at that 52 a rate but, storing fuselages and presumably none of the interior equipment is going in there. I may be wrong, but I mean what sort of sensitivities or I mean, you've got a range of content on narrow bodies, but are you kind of thinking, kind of that pull gets back up to 52 a month this year or any more color on that?

Well, our - I think our official communication has it going back up to that intended 57 or 58 later in the year. We're taking a pretty big hit in terms of volume in the short term like May and June and Dave said, that's part of why our second quarter is going to be a little bit lighter. I guess I can offer this. Most of our content comes out of our PECO operation in Portland, Oregon. And PECO has done a really good job supporting Boeing in its various endeavors and it is a very little inventory, very little float between our facility and Boeing and Boeing is highly confident in our ability to meet their requirements and if you stand near the loading dock at that operation, I mean, you see the Boeing trucks pull up in the morning and it's on the production floor up in Seattle that afternoon and so I think we're not getting any relief. My sense is, in some cases Boeing is using the slowdown is an opportunity for some suppliers to get caught up, that's not our case. We're not getting that treatment I think because we're - we are caught up, if that helps.

And last one for me; you called out the operating margin which was really strong, ex the losses. I mean 19% just to calibrate us going forward, I mean, you're going to have those losses improve obviously, but is that sort of a margin you guys think is kind of sustainable once you get the challenged businesses kind of up and running to normalized levels?

I would sure like to think so, and that's a pretty handsome margin and its territory we haven't been in for a really long time but those three stragglers that 19% kind of assumes they get to breakeven. We actually think they should be well above breakeven and especially with the technology and kind of the niche markets that they operate in, so you can take a napkin and play around with some numbers, assuming they get comparable margins to the rest of our business and it really starts to look like a nice picture. So that's where we - that's where we want to get to. The first quarter was obviously strong, there was a lot going on. We need to make sure our revenue stays up at that level. Second quarter will be a little bit of a hit and we've got the restructuring costs starring us in the face and we're still winding down the losses - the operating losses on those - on the two stragglers at this point; but the second half of the year could shape up to be pretty nice.

Got it, perfect. Thanks a lot guys.

[Operator Instructions] Our next question comes from the line of Dick Ryan with Dougherty. Please proceed with your question.

Thank you. So Pete, you took Armstrong off the list of stragglers, is that due to better oversight or are there some changes going on in the certification business or a combo of both?

Certainly, better oversight. We - as you know, we acquired Telefonix a year ago last December, and early middle last year we kind of moved Armstrong organizationally into the Telefonix structure which led to - I think much better synergies, and now we have three operations in the Greater Chicago area, so they can share resources and minimize some costs. So we took them off the list in part because they just weren't hurting us really badly, it's not as though that business by itself is very profitable at this point but it's in that kind of breakeven range. So at that point, we would - we can get the other two there, we'll stop talking about them also. But obviously $10.7 million operating loss in the first quarter was on the higher side of everybody's expectations, and we're just really happy that the rest of the business performed really well; so, we could kind of swallow it. But we expect that to get better in the short order here also.

Sure. Is it Dave, you're no longer - looks like you're talking about E&D expenses or breaking them out, is there any reason necessarily to do that or should we kind of consider that they would remain in 12% sort of range of revenue?

Yes, we don't - I don't bring them out because there is - they are not the explanation to any of the margin changes. It's pretty consistent run rate then we've been at for the last four quarters or so, so that's the reason that we haven't been breaking that out and running it on an annualized basis a little over $100 million or so.

Okay, great.

Let me clarify, that's on the aerospace side.

Okay, great. Thanks, Dave.

Our next question comes from the line of Scott Lewis with Lewis Capital Management. Please proceed with your question.

Good morning, guys, good quarter. Thanks for taking the call. Pete, just on the CCC development program; I know there were a lot of kind of technology, high hurdles to get over kind of 10s on a degree of difficulties scale. Are you passed all those? In other words, you just have some kind of basic blocking and tackling things to get done before it's ready or do you still have some hurdles to get over?

Well, it's not done yet, so I guess, it would be risky for me to say there are no more hurdles, but we're reasonably confident that there are no architectural showstoppers in front. So it is more execution, blocking and tackling, nothing that we're really nervous about kind of holding our breath, hoping it works. And again, we're - within in some cases, 8 to 10 weeks of some of the earlier delivery deadlines for the system to be delivered. So there better not be major showstoppers at this point, then we've got a big problem. So we're reasonably optimistic, I would just take the opportunity since you bring it up, Scott, that - the program that we're working on is substantial and we think will be something to brag about in due course, and the system that we're developing, we think the architecture is something that will be the kind of premier program in the industry. So it will enable systems and used cases that otherwise in the state-of-the-art - in the industry today is just really not very feasible. So it's not going to be cheap but these are designed for pretty expensive airplanes by operators who can generally afford the best. So we expect it's going to be a highly considered and highly sought-after-system in the industry as the industry goes forward.

Okay, great. And then, do you expect to have a press release when you - at some point install the first system or have them available for sale?

It has been an active discussion point, and at this point, our customer has proven to be more than shy. So, we haven't been able to do it, but I'd love to do it, if I could.

Okay, great. Thanks for taking the question.

Our next question comes from the line of Christopher Hillary with Robax [ph] Capital. Please proceed with your question.

Hi, good morning. So you've made a few comments to this respect already but I was curious if you could share any other commentary you might have on where you see changes in your product demand out in the marketplace? Things that are kind of going up or anything that you'd watch for, things that aren't progressing as quickly as you'd like.

Well, there are two storage spots we have devoted plenty of air frame tool in recent calls including today. But I think even in those cases, I think we're feeling like the markets turning in our favor and going back to the CCC, VVIP market, for example, it wasn't too long ago that there were geopolitical tensions in the world and there were oil price pressures in the world and I mean, severe oil price pressures and there was this lag between airplane models, which kept the market rather depressed and the 787s never been tremendously popular, the VVIP platform, the 777s between life cycles so that 737 MAX wasn't out yet, the A320, Neo wasn't out yet, the A350 wasn't available and all those things have kind of turned around such that all the air frames are available. To the MAX, obviously our short-term challenges, but that will be a - that is going to be a very popular VVIP platform and as that - as those airplanes become available and as we get through this development program and have kind of what I would claim to be an unrivaled product offering out there, we're going to have a front-row seat at that business as it turns around. And that business I believe has the potential to be a very solid profitable contributor and I could go through a similar exercise with the business jet world large business jets, transoceanic business jets, with our tail amount assembly. The rest of our business, I feel is really well positioned. I mean, we've largely positioned ourselves to be a supporter of the in-flight entertainment industry, and we're not an in-flight entertainment provider, we don't go out there and sell content and bandwidth and the all the RV [ph] ancillary hardware but…

Thank you. We have no further questions at this time. I would now like to turn the floor back over to management for closing comments.

No closing comments. Thank you for your attention. We look forward to talking to you again at the end of the second quarter. Have a good day.

Ladies and gentlemen, this does conclude today's teleconference. You may disconnect your lines at this time. Thank you for your participation, and have a wonderful day.