atro-20260404

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


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

For the quarterly period ended April 4, 2026


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

For the transition period from to

Commission File Number 0-7087

ASTRONICS CORPORATION

(Exact name of registrant as specified in its charter)


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

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

(716) 805-1599

(Registrant’s telephone number, including area code)

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


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

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

NOT APPLICABLE

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

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

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

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

Large accelerated filer

☒

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller Reporting Company

☐

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

of the Exchange Act. ¨

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

As of May 7, 2026, 35,840,355 shares of common stock were outstanding consisting of 32,040,340 shares of common stock ($.01 par value) and 3,800,015 shares of Class B common stock ($.01 par value).

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PAGE

PART I

FINANCIAL INFORMATION

Item 1

Financial Statements:

•

Consolidated Condensed Balance Sheets as of April 4, 202 6 and December 31, 202 5

•

Consolidated Condensed Statements of Operations for the Three Months Ended April 4, 2026 and March 29, 2025

•

Consolidated Condensed Statements of Comprehensive Income for the Three Months Ended April 4, 2026 and March 29, 2025

•

Consolidated Condensed Statements of Cash Flows for the Three Months Ended April 4, 2026 and March 29, 2025

•

Consolidated Condensed Statements of Shareholders’ Equity for the Three Months Ended April 4, 2026 and March 2 9 , 2025

•

Notes to Consolidated Condensed Financial Statements

Item 2

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

Item 3

Quantitative and Qualitative Disclosures about Market Risk

Item 4

Controls and Procedures

PART II

OTHER INFORMATION

Item 1

Legal Proceedings

Item 1A

Risk Factors

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3

Defaults Upon Senior Securities

Item 4

Mine Safety Disclosures

Item 5

Item 6

Part I – Financial Information

Item 1. Financial Statements

ASTRONICS CORPORATION

Consolidated Condensed Balance Sheets

April 4, 2026 with Comparative Figures for December 31, 2025

(Unaudited)

(In thousands)


	April 4, 2026		December 31, 2025

Current Assets:
Cash and Cash Equivalents	$	11,867	$	18,180

Accounts Receivable, Net of Allowance for Estimated Credit Losses	217,024		204,672
Inventories	211,945		196,860
Prepaid Expenses and Other Current Assets	27,792		18,027

Total Current Assets	468,628		437,739
Property, Plant and Equipment, Net of Accumulated Depreciation	115,481		107,078
Operating Right-of-Use Assets	32,626		32,269
Other Assets	13,742		11,316
Intangible Assets, Net of Accumulated Amortization	52,320		55,353
Goodwill	64,346		62,923
Total Assets	$	747,143	$	706,678
Current Liabilities:

Accounts Payable	$	55,873	$	41,080
Current Operating Lease Liabilities	5,986		5,802
Accrued Expenses and Other Current Liabilities	66,183		68,324
Customer Advance Payments and Deferred Revenue	29,666		26,069

Total Current Liabilities	157,708		141,275
Long-term Debt	334,885		334,451
Long-term Operating Lease Liabilities	38,239		38,101
Other Liabilities	54,609		52,777
Total Liabilities	585,441		566,604
Shareholders’ Equity:
Common Stock	386		385
Accumulated Other Comprehensive Loss	(5,438)		(4,410)
Other Shareholders’ Equity	166,754		144,099
Total Shareholders’ Equity	161,702		140,074
Total Liabilities and Shareholders’ Equity	$	747,143	$	706,678

See notes to Consolidated Condensed Financial Statements.

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ASTRONICS CORPORATION

Consolidated Condensed Statements of Operations

Three Months Ended April 4, 2026 with Comparative Figures for 2025

(Unaudited)

(In thousands, except per share data)


	Three Months Ended
		April 4, 2026		March 29, 2025
Sales		$	230,619	$	205,936
Cost of Products Sold		155,486		145,087
Gross Profit		75,133		60,849
Research and Development Expenses		12,089		11,067
Selling, General and Administrative Expenses		35,814		36,645

Income from Operations		27,230		13,137


Other Expense (Income), Net		109		(187)
Interest Expense, Net of Interest Income		2,336		3,150
Income Before Income Taxes		24,785		10,174
(Benefit from) Provision for Income Taxes		(755)		646
Net Income		$	25,540	$	9,528
Earnings Per Share:
Basic		$	0.71	$	0.27
Diluted		$	0.67	$	0.26

See notes to Consolidated Condensed Financial Statements.

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ASTRONICS CORPORATION

Consolidated Condensed Statements of Comprehensive Income

Three Months Ended April 4, 2026 with Comparative Figures for 2025

(Unaudited)

(In thousands)


	Three Months Ended
		April 4, 2026		March 29, 2025
Net Income		$	25,540	$	9,528
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustments		(1,155)		752
Retirement Liability Adjustment – Net of Tax		127		(236)
Total Other Comprehensive (Loss) Income		(1,028)		516
Comprehensive Income		$	24,512	$	10,044

See notes to Consolidated Condensed Financial Statements.

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ASTRONICS CORPORATION

Consolidated Condensed Statements of Cash Flows

Three Months Ended April 4, 2026 with Comparative Figures for 2025

(Unaudited)


	Three Months Ended
(In thousands)	April 4, 2026		March 29, 2025
Cash Flows from Operating Activities:
Net Income	$	25,540	$	9,528
Adjustments to Reconcile Net Income to Cash Flows from Operating Activities:
Non-cash items:
Depreciation and Amortization	5,894		5,588
Amortization of Deferred Financing Fees	607		602
Provisions for Non-cash Losses on Inventory and Receivables	1,441		1,728
Equity-based Compensation Expense	2,556		2,345
Deferred Tax Expense (Benefit)	62		(1,125)
Operating Lease Non-cash Expense	1,463		1,550






Non-Cash Litigation Provision Adjustment	—		6,228





Other	681		(214)
Changes in Operating Assets and Liabilities Providing (Using) Cash:
Accounts Receivable	(13,420)		(2,037)
Inventories	(16,404)		515

Accounts Payable	14,997		2,867
Operating Lease Liabilities	(1,515)		(1,071)
Accrued Expenses	(6,655)		(11,514)
Income Taxes	(982)		959
Customer Advance Payments and Deferred Revenue	3,614		2,776

Cloud Computing Implementation Costs	(2,370)		—
Supplemental Retirement Plan Liabilities	(181)		(101)
Other Assets and Liabilities	(4,722)		2,018
Net Cash Provided by Operating Activities	10,606		20,642
Cash Flows from Investing Activities:

Capital Expenditures	(11,160)		(2,105)



Net Cash Used by Investing Activities	(11,160)		(2,105)
Cash Flows from Financing Activities:
Proceeds from Long-term Debt	30,000		1,143
Principal Payments on Long-term Debt	(30,000)		(10,000)




Financing-related Costs	—		(740)
Stock Award Activity	(5,441)		(1,730)




Other	(60)		(44)
Net Cash Used by Financing Activities	(5,501)		(11,371)
Effect of Exchange Rates on Cash	(258)		354
(Decrease) Increase in Cash and Cash Equivalents and Restricted Cash	(6,313)		7,520
Cash and Cash Equivalents and Restricted Cash at Beginning of Period	18,180		18,428
Cash and Cash Equivalents and Restricted Cash at End of Period	$	11,867	$	25,948

Supplemental Disclosure of Cash Flow Information
Non-Cash Investing Activities: Capital Expenditures in Accounts Payable	$	425	$	—
Interest Paid	$	2,668	$	2,724
Income Taxes Paid, Net of Refunds	$	195	$	827

See notes to Consolidated Condensed Financial Statements.

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ASTRONICS CORPORATION

Consolidated Condensed Statements of Shareholders’ Equity

Three Months Ended April 4, 2026 with Comparative Figures for 2025

(Unaudited)

(In thousands)


	Three Months Ended
		April 4, 2026		March 29, 2025
Common Stock
Beginning of Period		$	345	$	329



Net Issuance of Common Stock for Restricted Stock Units (“RSUs”)		2		1

Class B Stock Converted to Common Stock		1		3
End of Period		348		333
Convertible Class B Stock
Beginning of Period		40		51


Class B Stock Converted to Common Stock		(2)		(3)
End of Period		38		48
Additional Paid in Capital
Beginning of Period		4,898		144,149



Equity-based Compensation Expense and Net Exercise of Stock Options, including ESPP		2,556		2,345


Tax Withholding Related to Issuance of RSUs		(5,441)		(1,730)
End of Period		2,013		144,764
Accumulated Comprehensive Loss
Beginning of Period		(4,410)		(3,863)

Foreign Currency Translation Adjustments		(1,155)		752

Retirement Liability Adjustment – Net of Taxes		127		(236)
End of Period		(5,438)		(3,347)
Retained Earnings
Beginning of Period		216,699		192,208



Net Income		25,540		9,528



End of Period		242,239		201,736
Treasury Stock
Beginning of Period		(77,498)		(76,777)



End of Period		(77,498)		(76,777)
Total Shareholders’ Equity		$	161,702	$	266,757

See notes to Consolidated Condensed Financial Statements.

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ASTRONICS CORPORATION

Consolidated Condensed Statements of Shareholders’ Equity, Continued

Three Months Ended April 4, 2026 with Comparative Figures for 2025

(Unaudited)

(In thousands)


	Three Months Ended
(Shares)		April 4, 2026	March 29, 2025
Common Stock
Beginning of Period		34,464	32,871



Net Issuance of Common Stock for RSUs		160	143
Class B Stock Converted to Common Stock		162	287
End of Period		34,786	33,301
Convertible Class B Stock
Beginning of Period		3,966	5,086
Net Issuance from Exercise of Stock Options		1	—

Class B Stock Converted to Common Stock		(162)	(287)
End of Period		3,805	4,799
Treasury Stock
Beginning of Period		2,751	2,694



End of Period		2,751	2,694

See notes to Consolidated Condensed Financial Statements.

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ASTRONICS CORPORATION

Notes to Consolidated Condensed Financial Statements

April 4, 2026

(Unaudited)

1) Basis of Presentation

The accompanying unaudited statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included.

Operating Results

The results of operations for any interim period are not necessarily indicative of results for the full year. Operating results for the three months ended April 4, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

The balance sheet on December 31, 2025, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

For further information, refer to the Consolidated Financial Statements and the notes thereto included in Astronics Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 26, 2026 (the “2025 10-K”).

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 inflight entertainment and connectivity products and services, lighting and safety systems, flight critical electrical power generation and distribution systems, seat motion systems and automated test systems.

We have principal operations in the United States (“U.S.”), Canada, France and Germany, as well as engineering offices in 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.

Acquisition Activities

On June 30, 2025, the Company purchased the membership interests of Envoy Aerospace, LLC (“Envoy Aerospace”), located in Aurora, Illinois. Envoy Aerospace is an FAA Organization Designation Authorization (“ODA”) services provider. Envoy Aerospace is included in our Aerospace segment. The total purchase price was approximately $8.3 million, net of cash acquired and the estimated closing adjustment. Of the purchase price, $4.5 million was paid at the closing date. Payments of $2.0 million and $1.8 million will become payable by the Company following the first and second anniversary of the closing date, respectively, based on the achievement of certain milestones.

On October 13, 2025, the Company acquired all of the issued and outstanding capital stock of Bühler Motor Aviation (“BMA”), located in Uhldingen-Mühlhofen, Germany. BMA is an established manufacturer of aircraft seat actuation systems with a broad product portfolio that includes actuators, electronics, control panels, pneumatic systems, and lighting. BMA is included in our Aerospace segment. The total purchase price was approximately $18.0 million, net of cash acquired and the estimated closing adjustment. The purchase price was paid at the closing date.

Restricted Cash

Under the provisions of the ABL Revolving Credit Facility (as defined and discussed below in Note 7, Long-term Debt and Notes Payable) which was terminated on October 22, 2025, the Company had a cash dominion arrangement with the banking institution for its accounts within the United States whereby daily cash receipts were contractually utilized to pay down outstanding balances on the ABL Revolving Credit Facility. Account balances that had not yet been applied to the ABL Revolving Credit Facility were classified as restricted cash in the applicable Consolidated Condensed Balance Sheets. The

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following table provides a reconciliation of cash and restricted cash included in Consolidated Condensed Balance Sheets to the amounts included in the Consolidated Condensed Statements of Cash Flows.


(In thousands)	April 4, 2026		March 29, 2025
Cash and Cash Equivalents	$	11,867	$	24,805
Restricted Cash	—		1,143
Total Cash and Restricted Cash Shown in Statements of Cash Flows	$	11,867	$	25,948

Trade Accounts Receivable and Contract Assets

The allowance for estimated 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.

The changes in allowances for estimated credit losses for the three months ended April 4, 2026 and March 29, 2025 consisted of the following:


	Three Months Ended
(In thousands)		April 4, 2026		March 29, 2025
Balance at Beginning of the Period		$	847	$	2,377
Bad Debt Expense, Net of Recoveries		652		(128)
Write-off Charges Against the Allowance and Other Adjustments		(136)		42
Balance at End of the Period		$	1,363	$	2,291

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 begins when the related cloud computing solution is ready for its intended use and is calculated on a straight-line basis over the contractual term of the cloud computing arrangement. Implementation costs associated with cloud computing arrangements are reflected in Cash from Operating Activities on the Consolidated Condensed Statements of Cash Flows in accordance with ASC Topic 350-40, Intangibles - Goodwill and Other - Internal-Use Software. The Company capitalized implementation costs related to such arrangements of $5.0 million and $2.8 million as of April 4, 2026 and December 31, 2025, respectively, within other non-current assets in the Consolidated Condensed Balance Sheets. Amortization expense was insignificant for the three months ended April 4, 2026 and March 29, 2025.

Valuation of Goodwill and Long-Lived Assets

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.

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 with the 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 April 4, 2026 and March 29, 2025, the Company concluded that no indicators of impairment relating to intangible assets or goodwill existed and an interim test was not performed in the three-month periods then ended.

Foreign Currency Translation

The aggregate foreign currency transaction gain or loss included in operations was immaterial for the three months ended April 4, 2026 and March 29, 2025.

New or Recent Accounting Pronouncements

We consider the applicability and impact of all ASUs. There have been no new applicable accounting pronouncements or changes in accounting pronouncements during the three months ended April 4, 2026 as compared with the recent accounting

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pronouncements described in the 2025 10-K. ASUs not disclosed were assessed and determined to be either not applicable or had or are expected to have minimal impact on our financial statements and related disclosures.

2) Revenue

On April 4, 2026, we had $734.3 million of remaining performance obligations, which we refer to as total backlog. We expect to recognize approximately $596.2 million of our outstanding performance obligations as revenue over the next twelve months and the balance thereafter.

The Company’s contract assets and contract liabilities consist primarily 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, 2026	$	54,687	$	26,962
Ending Balance, April 4, 2026	$	65,147	$	30,464

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. For the three months ended April 4, 2026, the increase reflects a $2.8 million impact to revenue from a change in estimate due to updated variable consideration. The increase in contract liabilities reflects the net impact of new customer advances or deferred revenues recorded in excess of revenue recognized.

The Company recognized $6.6 million and $11.6 million during the three months ended April 4, 2026 and March 29, 2025, respectively, in revenues that were included in the contract liability balance at the beginning of the period.

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 Condensed 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. The Company’s capitalized fulfillment costs amounted to $6.3 million and $6.0 million on April 4, 2026 and December 31, 2025, respectively. Amortization of fulfillment costs recognized within Cost of Products Sold was $0.1 million and $3.3 million for the three months ended April 4, 2026 and March 29, 2025, respectively.

Beginning in the current year, the Company reorganized its product line structure to align with changes in internal reporting. Prior‑period disaggregated revenue information has been recast to conform to the current‑period presentation, including all prior years presented. There was no impact on total revenue as a result of this change. The Company’s disaggregation of revenue by market segments remains unchanged from the Company’s prior presentation.

The following table presents our revenue disaggregated by Market Segments for the periods indicated:


	Three Months Ended
(In thousands)		April 4, 2026		March 29, 2025
Aerospace Segment
Commercial Transport		$	156,419	$	137,542
Military Aircraft		33,502		33,263
General Aviation		21,449		15,243
Other		2,450		5,327
Aerospace Total		213,820		191,375

Test Systems Segment
Government & Defense		16,799		14,561
Test Systems Total		16,799		14,561

Total		$	230,619	$	205,936

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The following table presents our revenue disaggregated by Product Lines for the periods indicated:


	Three Months Ended
				Recast
(In thousands)		April 4, 2026		March 29, 2025
Aerospace Segment
Inflight Entertainment & Connectivity		$	110,748	$	103,110
Lighting & Safety		52,807		51,957
Flight Critical Electrical Power		24,763		21,314
Seat Motion		19,879		6,672
Other		5,623		8,322
Aerospace Total		213,820		191,375

Test Systems		16,799		14,561

Total		$	230,619	$	205,936

Inflight Entertainment & Connectivity (“IFEC”) is a combination of the previous Avionics and Systems Certification product lines, as well as cabin power products which were included in the previous Electrical Power & Motion product line. The remainder of the previous Electrical Power & Motion product line is now split into two discrete product lines, Flight Critical Electrical Power and Seat Motion. Lighting and Safety remains consistent and Structures is now reported within Other Aerospace revenue.

The following table presents our revenue disaggregated by Product Lines for the fiscal years ended December 31, 2025 and 2024 as follows:


	Recast		Recast
(In thousands)	2025		2024
Aerospace Segment
Inflight Entertainment & Connectivity	$	434,239	$	383,679
Lighting & Safety	216,583		188,355
Flight Critical Electrical Power	73,706		68,368
Seat Motion	47,242		35,229
Other	25,549		31,053
Aerospace Total	797,319		706,684

Test Systems	64,809		88,742

Total	$