Greetings. Welcome to the Astronics Corporation Second Quarter 2021 Financial Results Conference Call. [Operator Instructions] Please note this conference is being recorded. I will now turn the conference over to your host, Deborah Pawlowski, Investor Relations for Astronics. Thank you. You may begin.

Thank you, Alex and good morning everyone. We certainly appreciate your time today and your interest in Astronics. I have here with me Peter Gundermann, our Chairman, President and CEO and Dave Burney, our Chief Financial Officer. You should have a copy of the second quarter financial results that were released this morning and if not, you can find them on our website at astronics.com. Let me mention 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 our earnings release as well as with other documents filed with the Securities and Exchange Commission. These documents can be found on our website or at sec.gov. During today’s call, we will also discuss some non-GAAP financial measures. We believe that these will be useful in evaluating our performance. You should not consider the presentation of this additional information in isolation or a substitute for results in accordance with GAAP. We have provided reconciliations of non-GAAP financial measures with comparable GAAP measures in the tables that accompany today’s release. With that, I will turn it over to Pete to begin. Peter?

Thank you, Debbie and good morning everybody. Our agenda this morning is to talk through a summary of our second quarter, which frankly was a little bit of a mixed quarter. On the one hand, sales were a little bit lighter than we expected as was the income statement. On the other hand, our core aerospace markets continue to recover nicely and we believe we will be setting up a better second half to 2021. I will do that summary to begin with. Then I am going to turn it over to Dave for a more specific discussion on our income statement and balance sheet, some special items that are happening or expected to happen in the near future. And we are also going to be reinstituting some revenue guidance more than we have been since the pandemic took hold. It’s a little bit of a risky item, but we are here in August. We are well into the second half already. Much of the business that we plan to execute in the second half is in work. So, it seems a reasonable time to do such a thing. And then, of course, we will close with questions and answers. So, the second semester – or excuse me, second quarter, revenue was frankly similar to previous quarters we have had recently at about $111 million. We have been bouncing around a band from say $105 million to $115 million since the third quarter of last year. And as one might expect, we are not setup to be profitable at that revenue range. Our goal has been and continues to be since the pandemic took hold to execute on our responsibilities in terms of development programs that we think are important to our future and stay cash positive and financially healthy,…

Thanks, Pete. As Pete said, rather than going through the typical comparisons to the previous year’s comparator quarter, which was a period of transition and adjustment as we entered into the pandemic and responded. I think it would be more useful to spend time comparing sequentially to the first quarter of this year. You probably all have read the comparisons to last year’s second quarter in the press release. So repeating them wouldn’t add a whole lot of value at this point. So generally, we feel like we have been making progress, particularly in the aerospace segment. Looking back, one quarter to the first quarter of this year, was a bit of a step back as our consolidated sales dipped from $114 million in the fourth quarter of last year down to $106 million in the first quarter of this year. So it was nice to see our sales rebound in the second quarter, improving to $111.2 million. In particular, the aerospace segment had a strong sequential improvement, with sales increasing to $89.2 million from $81.4 million in the first quarter. Consolidated loss from operations also improved sequentially when compared with the first quarter as did adjusted EBITDA, cash flow from operations and consolidated bookings. In the first quarter, we had a loss from operations of $9.5 million. The second quarter loss from operations was reduced by $3.6 million to $5.9 million. I should point out that the second quarter results do reflect the benefit of the $2.2 million non-cash reduction to SG&A costs related to an adjustment to our contingent consideration liability for the diagnosis test acquisition from 2019. Negatively impacting the quarter was about $1 million in legal fees at our test segment relating to several matters. We do expect this rate of spend on legal cost to…

Thanks, Dave. Alex, I think we are – this concludes our prepared remarks. Why don’t we open it up for questions and answers now?

Thank you. [Operator Instructions] Our first question comes from Michael Ciarmoli with Truist. Please proceed with your question.

Hey, good morning guys. Thanks for taking the questions.

Good morning.

Good morning. Since you just mentioned it on the debt and the covenants, can you just walk us through – did you say third quarter of this year, it reverts to the MAX of 6x?

Yes. We go to – we switch off of the covenants that we’ve been on for the past 1.5 years or so away from the interest coverage ratio and revert back to a maximum leverage ratio, which will be set at 6x for the third quarter, then it will drop to 5.5x in the fourth quarter.

So – and that’s on trailing 12 months. I mean the trailing 12 EBITDA, 7 – I mean, even if I have you doing $4 million to $5 million of EBITDA, I mean, how do you get compliant with a trailing 12-month? I mean, you mentioned other non-cash adjustments. What else – I mean you have got adjusted EBITDA, what else is getting added to get you in compliant with a net debt that will be $140 million? I would think you kind of need something – just can you walk me through that? It seems like you need at least $22 million, $24 million of EBITDA to get compliant?

It will be a combination of lowering our net debt over the period of time. There are some levers that we can pull in the agreement to allow us to exclude some other costs. We have a lever that allows us to include up to $10 million of legal costs from the calculation and all the other non-cash EBITDA stuff that is defined in the agreement that you wouldn’t see in a typical EBITDA calculation.

Okay, okay, so the $10 million above. Okay, perfect. Just on the – maybe, Pete, on the bookings that you are seeing, can you parse that out a little bit more on where you are seeing the strength you have that visibility? I mean, I am assuming it’s for narrow-body, but are you seeing some of the airlines come in with sort of aftermarket retrofit orders? Are you seeing any kind of different ordering trends based on geographic locations?

As you might expect, it’s where the airlines are flying mostly. So the two hottest domestic markets where narrow-body activity has pretty much returned to normal or pretty – within shouting distance of it is U.S. and China. So, that’s been where a lot of the activity has been, U.S. Airlines have been – are looking pretty aggressively at improving their fleet. They have had a year to think about things that they want to do, and now they’re actually starting to do them. So we’re seeing a lot of activity there. Of course, Boeing ramping up the MAX is very helpful to us. That as you know, was our largest production program in 2019. So we’ve suffered without it. And the A320 rate is very robust and rumored to be getting stronger also, which is an important program for us, not in terms of line-fit necessarily. But when airlines that are customers of ours buy those airplanes, we end up putting hardware on them. So that’s pretty important. And the whole business jet area, though it’s not showing up in strength in our shipments at this point on a comparison basis. All indications are that rates are going to be improving there. And we are seeing increased activity on that basis also. And then finally, the other thing I would mention is we got a pretty significant order in our antenna business in the quarter, which was really nice to see. We continue to have pretty good success there with our partner, Collins Aerospace. And that’s one area where if we could deliver everything now, they – they’d probably take it. So, unfortunately, a pretty complex product with a lot of subcomponents that come from all over the place. So it’s an example of some of the things that we’re struggling against from a production basis, but I’d say it’s pretty much across the board, Michael. It’s been a healthy environment.

Okay, got it. Last one and then I will jump back into queue. You think you guys are profitable at the operating income level in the second half? And Dave, I guess, are there any costs we should be aware of associated with the Florida closing and the transition to Aurora?

Yes. First, on the cost side of the transition, I think for the balance of this year, the savings that we will see as we transition up here will be neutral with the transition costs. So, I don’t think there is much impact on 2021. Going forward, probably a couple of million dollars in savings once the transition is complete.

Okay, got it. And then just you think at the second half run rate, I know you are kind of flood earn around breakeven, I think at $115 million. I mean, it sounds like you think you could be profitable operating income in the fourth quarter or do you think you can do it in the fourth quarter?

Yes, I do. I think by the fourth quarter, we are going to be right around that if we can hit that top line.

Okay, got it. Thanks, guys. I will jump back into queue.

Thank you. Our next question comes from Jon Tanwanteng with CJS Securities. Please proceed with your question.

Hey, good morning guys. Thank you for taking my questions. My first one for you, Pete I guess. Can you talk about how order rates have improved through the quarter on the aerospace side and how they have trended through July? Maybe a little bit more color in the order just in terms of the timing how far ahead are your customers ordering for at this point? Is it two quarters, is it three, maybe start there and I’ll ask some more after that?

Well, I think we are saying that we have what, $185 million or something of our backlog at the end of the second quarter scheduled for the second half. So that gives you some sense of where it’s flowing. And it’s not necessarily an indication of capacity or anything when you talk about how far out we’re scheduling because sometimes customers scheduled to dovetail with their production rates, which go out maybe 1.5 years, even though we could build it in 2 months. And sometimes, they – they are behind the APAL and they want it in 2 months and it’s going to take us 52 weeks in today’s environment to get material. So it’s a little bit of a mishmash kind of all over the place. But while I am on the supplier issue, where it’s affecting us is we traditionally get a fair amount of pull in and push out. There’s always that yin and yang, so to speak, among what we’re trying to do with our customers in any period of time. And obviously, pushing things out isn’t too tough. We just have to agree. But where we’re running in the challenges on occasion is when people want – when customers want to pull things in, that’s what’s hurting us because our supply chain, if we’re used to a certain level of performance, say, 4 weeks or 10 weeks for something that we’ve been buying forever. And all of a sudden that’s 30 weeks. That’s the kind of thing that we see from time to time. So it limits our short-term flexibility to bring things in. So the scheduling of new orders is kind of a combination of when the customer wants it and when we can do it, when our supply chain can do it. But again, like I told Michael just a minute ago, I think it’s safe to say that it’s a groundswell of improvement kind of across the board with the notable exception over the wide-body market. And I think I talked last time on our last quarter conference call, our traditional reliance has been roughly 50% for commercial transports, 50% narrow-body and 50% wide-body. Historically, it was much more oriented towards wide-body. But thankfully, the markets have evolved and our companies evolved so that we have pretty strong narrow-body participation also. And it’s a really good thing as the pandemic took hold and narrow-body is recovering and wide-body is not. So our weighting between those two is likely to skew very strongly towards narrow-bodies this year and maybe next year. But in order to get back to kind of the higher level of bookings that we were used to before, we got to see some wide-body recovery.

Sure. Okay, that’s great. That’s helpful color. I guess the second piece is we have seen these increasing production numbers out of the major OEMs. Is that matching up with what you are seeing in your order books on the OEM side or is there still – do they still have to burn through some inventory before they turn on the stage for you. Just – I am just wondering if there is a lag effect at all?

For the narrow bodies?

Yes.

Yes. No, I think we feel like most inventory has been burned off at this point.

Okay, got it.

We don’t see that kind of lag.

Okay. Dave, I am just wondering what the inflation does to your incremental margins in Q3 and into Q4, if you have any kind of color on that?

Look, it’s a difficult thing to measure. It hasn’t had a significant impact on us so far. It’s been – the stuff that’s gone – the impact is more coming from the longer lead times than it is the inflation at this point. We’ve seen a couple of odds and ends of components that have gone up, but they are not having a material impact on the income statement at this point.

Got it. Thanks, guys.

Sure.

Thank you. Our next question comes from Dick Ryan with Colliers. Please proceed with your question.

Thank you. Hey, Pete, a question on the earn-out from the semi sale, can you give us an update what you are expecting or hope to expect and is that cash used in the covenant calculation to kind of give you some cushion?

Well, first of all, it’s been kind of a frustratingly slow process to try to bring to resolution. So, I don’t really have much of an update there. It appears we do have a disagreement and we need to find a way to resolve it or work it out. And our current initiatives are geared more towards that end. So your question of next will probably be when might it be resolved and we just really don’t know. I’d like to think this year, but it’s unclear at this point. As for our covenant expectations, I mean, obviously, it would be nice to get it resolved because it would give us some flexibility. We believe – I mean, both sides, I think, agree that we’re owed in earn-out. It’s a dispute as to how much. But we’re not relying on that, and we’re not building that into our assumptions. It’s not as though we have a wall that we have to – or a cliff that we’re going to go over if we can’t resolve it. So it’s not particularly urgent from that perspective.

Okay. Where are the legal costs coming from on the test side? I am not sure if that’s something new or something that’s been lingering?

We have – it’s kind of like when it rings at ports. We have had this legal issue going on for years now on the aerospace side with Lufthansa, Technik and we are thinking that might be resolved in 2022, but there are open issues there. And with COVID, all the courts are backed up all around the world. So we’re not sure about that. But on the test side specifically, we have a similar dispute brewing with a competitor that – it’s hard to tell whether it’s going to have long legs or not. We are – we think it’s going pretty strongly in our way in our favor. We didn’t bring the suit, we’re defending here. And then we have a couple of brewing contractual disputes related to transactions we’ve done over the last couple of years that are also getting a little bit of attention. Again, we don’t think they’re significant long term, but you got to kind of go through the process. And I don’t know if it’s something in the water these days or what it is. We’ve been kind of doing this for 30 some years. I’ve never seen this range of legal activity as a weapon, but that’s almost what it feels like. So we don’t know what to do other than kind of put our best foot forward and defend ourselves and that’s what we are doing.

Is that from some of the muni business you have gotten or is that defense related?

It has to do mostly with acquisitions. The contractual stuff has to do with acquisitions.

Okay.

And the bigger one, the looming one is a technology infringement dispute.

Okay. Can you provide some more specifics on your biz jet antenna order with Collins kind of who, what, when, where, is that – was that a competitive win or can you kind of handicap that race?

Well, it’s kind of the same old story just with a different verse. We have been working a long time to provide world class connectivity to larger business jets. There is a clear need for that in the market. And we feel like our technology, our antenna is a critical component. We’ve had a few swings and misses with other partners before. But this program with Collins has really picked up speed. Collins is a little bit more conservative in our opinion than some other companies in the industry might be. So it’s moving a little bit more slowly, but the results of comparison tests, has been very positive. So we’re getting to the point where – it’s a Collins’ program. So I can’t really speak for them, but they are getting the STCs and various – the supplemental type certificates for various platforms. And they are selling to fleets. And on an aftermarket basis, there seems to be a lot of demand. As you know, business jet usage is way up. The bigger business jets tend to fly internationally occasionally and you got to have Ku service to do that mission comprehensively around the world at this point, which is where our antenna fits in. So it’s – Collins is going to compete us to the extent that they need to probably keep us honest, make sure they’re getting good value. But we feel our relationship with them is very strong. And we have a roadmap where we’re going to go from – we went from the previous generation to the current generation and will go from the current generation to the next generation, which we are developing in collaboration with them. There are also other Collins competitors out there. We are not aware of a similar kind of product that has global reach and global performance like our system does at this point. So we are pretty happy with the program.

Okay, thank you.

Thank you. Our next question is a follow-up from Michael Ciarmoli with Truist. Please proceed with your question.

Hey, guys. Thanks for taking this one. Did you guys see any incremental headwind or pressure from the 787 program? Did you guys have that level of visibility? I mean, I know the whole wide-body market is weak, but that program seems to be the problem child more so than the rest out there?

Well, it certainly doesn’t help. We have a little bit of standard line fit product on the 87 and what was it?

Fuel access.

Yes. It’s maybe $30,000 a ship or something like that. But the bigger portion, which is practically line-fit, though not technically line-fit is pretty much every 787 and not pretty much – every 787 gets a seatback IFE system and those seatback IFE systems come from 1 of 2 or 3 suppliers and we provide power to those 2 or 3 suppliers. So we tend to have high content on the 87 for that. And that’s typically up around $0.25 million or something per ship. And so yes, they cut the production rate that hurts no doubt about it. The wide-body production market in general between rate reductions in Airbus and rate reductions at Boeing and delays on the 777 is not helpful, obviously. And it’s disappointing that the major destinations in the world with the Delta variant are having a hard time opening up their doors because I think vaccinated people anyway want to travel. You can debate whether vaccination is appropriate or even effective with Delta, I suppose. But from an industry perspective, it would be really nice to see more of those doors open than what we are seeing today.

Yes, got it, got it. Shifting, what about test on a go-forward here? I mean, this $8 million bookings, when does that start to kind of impact your quarterly run-rate here? I mean, should we get – should we be kind of calibrating ourselves to maybe get a little bit more conservative? Have you seen any kind of changes quarter-to-date in that test order flow?

There are – no, we haven’t really. It was a surprise to us. As I said, we went into the quarter thinking we would be up around $24 million or something like that we ended up at $8 million. That’s not just a little miss. That’s a huge miss. But the test business is open to that or susceptible to that in the sense that it’s not a bunch of little orders typically. It’s a few big orders. And if a few big orders get delayed out of one quarter into another, you can have that kind of effect. You have been following us long enough to know that sometimes we have bang-up quarters and that means you get a lumping or a group of big orders that all happen to follow in the same quarter. So we don’t get too excited about any particular miss. But what’s different about the second quarter was that it seems like a lot of the misses were due to basically COVID restrictions with municipalities in particular. On the transit side, land radio and defense too and the other thing just seems to be moving a little bit slow – more slowly because a lot of people aren’t in the office, they’re working from home, it’s harder to get a hold of them in that context. It’s harder for them to make decisions or get approvals and push the paper the way it needs to be pushed in order to get us orders. So we are – I am really interested to see how the work from home thing in that environment evolves in the fall here. I think there was an expectation that everyone’s going to be back in the office, maybe there still is to some extent, but if not, it’s possible we could have another delay on orders and to get to your question that would start to affect us towards the end of this year, beginning of next year. So we are watching it pretty closely. I mean the good news is that we didn’t lose anything. It’s not as though we had a $15 million program that went to zero, because we lost it. It’s just – it’s still a $15 million program. We just got to wait for it to happen, we think.

Got it. Perfect. Alright, thanks, guys.

Thank you.

Our next question is a follow-up from Jon Tanwanteng with CJS Securities. Please proceed with your question.

Hi, guys. Wanted to follow-up on the previous questions around the test business, what’s implied in your guidance in terms of test revenue? And do you have to land those orders to make that revenue number or is that exclusive of that?

We are thinking that we are going to have test volume of around $80 million or so this year. That could come into question if we don’t have bookings in some level of significance over the next quarter – the next 3 months or so. I would get past that it doesn’t really matter for this year. But we had a pretty healthy backlog going into it. Dave, I don’t know if you have that anywhere. So, it’s not an immediate crisis if that’s a way to answer your question, Jon.

Okay. I think I get it. Thank you.

Thank you. Ladies and gentlemen, we have reached the end of the question-and-answer session. I will now turn the call over to management for closing remarks.

No closing remarks. Thank you for your attention. We are pleased with the progress in the market and we think that’s going to bring improved results on our income statement. We are looking forward to that. Second half should be a healthier half compared to the first half. So thanks for your time. We look forward to reporting again in another 3 months. Have a good day.

This concludes today’s conference and you may disconnect your lines at this time. Thank you for your participation. Have a wonderful day.