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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 March 28, 2020April 3, 2021
or
 
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: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $.01 par value per shareATRONASDAQ Stock Market
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)



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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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer”, an “accelerated filer”, a “non-accelerated filer” and a “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerAccelerated filerEmerging growth company
Non-accelerated filerSmaller 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 1, 2020, 30,755,8633, 2021, 30,925,071 shares of common stock were outstanding consisting of 23,258,55224,478,464 shares of common stock ($.01 par value) and 7,497,3116,446,607 shares of Class B common stock ($.01 par value).



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TABLE OF CONTENTS
PAGE
PART I
Item 1
Item 2
Item 3
Item 4
PART II
Item 1
Item 1a
Item 2
Item 3
Item 4
Item 5
Item 6

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Part I – Financial Information
Item 1. Financial Statements
ASTRONICS CORPORATION
Consolidated Condensed Balance Sheets
March 28, 2020April 3, 2021 with Comparative Figures for December 31, 20192020
(Unaudited)
(In thousands)
 
March 28, 2020December 31, 2019April 3, 2021December 31, 2020
Current Assets:Current Assets:Current Assets:
Cash and Cash EquivalentsCash and Cash Equivalents$188,364  $31,906  Cash and Cash Equivalents$30,729 $40,412 
Accounts Receivable, Net of Allowance for Doubtful Accounts133,729  147,998  
Accounts Receivable, Net of Allowance for Estimated Credit LossesAccounts Receivable, Net of Allowance for Estimated Credit Losses98,701 93,056 
InventoriesInventories151,798  145,787  Inventories155,254 157,059 
Prepaid Expenses and Other Current AssetsPrepaid Expenses and Other Current Assets20,658  15,853  Prepaid Expenses and Other Current Assets25,552 26,420 
Assets Held for Sale—  1,537  
Total Current AssetsTotal Current Assets494,549  343,081  Total Current Assets310,236 316,947 
Property, Plant and Equipment, Net of Accumulated DepreciationProperty, Plant and Equipment, Net of Accumulated Depreciation111,522  112,499  Property, Plant and Equipment, Net of Accumulated Depreciation104,931 106,678 
Operating Right-of-Use AssetsOperating Right-of-Use Assets22,018  23,602  Operating Right-of-Use Assets17,750 18,953 
Other AssetsOther Assets27,932  31,271  Other Assets8,813 8,999 
Intangible Assets, Net of Accumulated AmortizationIntangible Assets, Net of Accumulated Amortization123,008  127,293  Intangible Assets, Net of Accumulated Amortization105,930 109,886 
GoodwillGoodwill70,997  144,970  Goodwill58,297 58,282 
Total AssetsTotal Assets$850,026  $782,716  Total Assets$605,957 $619,745 
Current Liabilities:Current Liabilities:Current Liabilities:
Current Maturities of Long-term Debt$223  $224  
Accounts PayableAccounts Payable42,080  35,842  Accounts Payable$22,216 $26,446 
Current Operating Lease LiabilitiesCurrent Operating Lease Liabilities4,687  4,517  Current Operating Lease Liabilities4,856 4,998 
Accrued Expenses and Other Current LiabilitiesAccrued Expenses and Other Current Liabilities42,380  48,697  Accrued Expenses and Other Current Liabilities40,723 37,721 
Customer Advance Payments and Deferred RevenueCustomer Advance Payments and Deferred Revenue30,832  31,360  Customer Advance Payments and Deferred Revenue27,407 24,571 
Total Current LiabilitiesTotal Current Liabilities120,202  120,640  Total Current Liabilities95,202 93,736 
Long-term DebtLong-term Debt333,000  188,000  Long-term Debt173,000 173,000 
Long-term Operating Lease LiabilitiesLong-term Operating Lease Liabilities19,992  21,039  Long-term Operating Lease Liabilities15,415 16,637 
Other LiabilitiesOther Liabilities63,023  64,180  Other Liabilities62,036 66,001 
Total LiabilitiesTotal Liabilities536,217  393,859  Total Liabilities345,653 349,374 
Shareholders’ Equity:Shareholders’ Equity:Shareholders’ Equity:
Common StockCommon Stock346  345  Common Stock347 347 
Accumulated Other Comprehensive LossAccumulated Other Comprehensive Loss(17,717) (15,628) Accumulated Other Comprehensive Loss(16,653)(16,450)
Other Shareholders’ EquityOther Shareholders’ Equity331,180  404,140  Other Shareholders’ Equity276,610 286,474 
Total Shareholders’ EquityTotal Shareholders’ Equity313,809  388,857  Total Shareholders’ Equity260,304 270,371 
Total Liabilities and Shareholders’ EquityTotal Liabilities and Shareholders’ Equity$850,026  $782,716  Total Liabilities and Shareholders’ Equity$605,957 $619,745 
See notes to consolidated condensed financial statements.
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ASTRONICS CORPORATION
Consolidated Condensed Statements of Operations
Three Months Ended March 28, 2020April 3, 2021 With Comparative Figures for 20192020
(Unaudited)
(In thousands, except per share data)
 
Three Months EndedThree Months Ended
March 28, 2020March 30, 2019April 3, 2021March 28, 2020
SalesSales$157,584  $208,174  Sales$105,857 $157,584 
Cost of Products SoldCost of Products Sold121,865  156,097  Cost of Products Sold91,584 121,865 
Gross ProfitGross Profit35,719  52,077  Gross Profit14,273 35,719 
Selling, General and Administrative ExpensesSelling, General and Administrative Expenses28,867  29,196  Selling, General and Administrative Expenses23,785 28,867 
Impairment LossImpairment Loss74,408  —  Impairment Loss74,408 
(Loss) Income from Operations(67,556) 22,881  
Gain on Sale of Business—  80,133  
Loss from OperationsLoss from Operations(9,512)(67,556)
Other Expense, Net of Other IncomeOther Expense, Net of Other Income388  215  Other Expense, Net of Other Income534 388 
Interest Expense, Net of Interest IncomeInterest Expense, Net of Interest Income1,333  1,804  Interest Expense, Net of Interest Income1,758 1,333 
(Loss) Income Before Income Taxes(69,277) 100,995  
(Benefit from) Provision for Income Taxes(2,314) 22,849  
Net (Loss) Income$(66,963) $78,146  
(Loss) Earnings Per Share:
Loss Before Income TaxesLoss Before Income Taxes(11,804)(69,277)
Provision for (Benefit from) Income TaxesProvision for (Benefit from) Income Taxes105 (2,314)
Net LossNet Loss$(11,909)$(66,963)
Loss Per Share:Loss Per Share:
BasicBasic$(2.17) $2.40  Basic$(0.39)$(2.17)
DilutedDiluted$(2.17) $2.35  Diluted$(0.39)$(2.17)
See notes to consolidated condensed financial statements.
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ASTRONICS CORPORATION
Consolidated Condensed Statements of Comprehensive (Loss) Income
Three Months Ended March 28, 2020April 3, 2021 With Comparative Figures for 20192020
(Unaudited)
(In thousands)
 
Three Months EndedThree Months Ended
March 28, 2020March 30, 2019April 3, 2021March 28, 2020
Net (Loss) Income$(66,963) $78,146  
Net LossNet Loss$(11,909)$(66,963)
Other Comprehensive (Loss) Income:Other Comprehensive (Loss) Income:Other Comprehensive (Loss) Income:
Foreign Currency Translation AdjustmentsForeign Currency Translation Adjustments(2,304) (270) Foreign Currency Translation Adjustments(637)(2,304)
Retirement Liability Adjustment – Net of TaxRetirement Liability Adjustment – Net of Tax215  150  Retirement Liability Adjustment – Net of Tax434 215 
Total Other Comprehensive LossTotal Other Comprehensive Loss(2,089) (120) Total Other Comprehensive Loss(203)(2,089)
Comprehensive (Loss) Income$(69,052) $78,026  
Comprehensive LossComprehensive Loss$(12,112)$(69,052)
See notes to consolidated condensed financial statements.
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ASTRONICS CORPORATION
Consolidated Condensed Statements of Cash Flows
Three Months Ended March 28, 2020April 3, 2021 With Comparative Figures for 20192020
(Unaudited)
(In thousands)
(Unaudited, In thousands)(Unaudited, In thousands)Three Months Ended
Cash Flows from Operating Activities:Cash Flows from Operating Activities:April 3, 2021March 28, 2020
Net LossNet Loss$(11,909)$(66,963)
Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities:Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities:
Depreciation and AmortizationDepreciation and Amortization7,453 7,971 
Provisions for Non-Cash Losses on Inventory and ReceivablesProvisions for Non-Cash Losses on Inventory and Receivables1,269 872 
Equity-based Compensation ExpenseEquity-based Compensation Expense2,097 1,703 
Deferred Tax (Benefit) ExpenseDeferred Tax (Benefit) Expense(51)2,050 
Operating Lease Non-Cash ExpenseOperating Lease Non-Cash Expense1,185 1,210 
Three Months Ended
March 28, 2020March 30, 2019
Cash Flows from Operating Activities:
Net (Loss) Income$(66,963) $78,146  
Adjustments to Reconcile Net (Loss) Income to Cash Flows from Operating Activities, Excluding the Effects of Divestitures:
Depreciation and Amortization7,971  8,076  
Provisions for Non-Cash Losses on Inventory and Receivables872  2,498  
Equity-based Compensation Expense1,703  1,193  
Deferred Tax Expense (Benefit)2,050  (3,398) 
Operating Lease Amortization Expense1,210  988  
Gain on Sale of Business, Before Taxes—  (80,133) 
Impairment LossImpairment Loss74,408  —  Impairment Loss74,408 
OtherOther968  (736) Other1,315 968 
Cash Flows from Changes in Operating Assets and Liabilities, Excluding the Effects of Divestitures:
Cash Flows from Changes in Operating Assets and Liabilities:Cash Flows from Changes in Operating Assets and Liabilities:
Accounts ReceivableAccounts Receivable13,644  (6,414) Accounts Receivable(6,010)13,644 
InventoriesInventories(7,224) (5,943) Inventories430 (7,224)
Accounts PayableAccounts Payable6,295  (2,032) Accounts Payable(4,171)6,295 
Accrued ExpensesAccrued Expenses(5,730) (9,283) Accrued Expenses(685)(5,730)
Other Current Assets and LiabilitiesOther Current Assets and Liabilities(557) (2,860) Other Current Assets and Liabilities961 (557)
Customer Advanced Payments and Deferred Revenue(490) 4,055  
Customer Advance Payments and Deferred RevenueCustomer Advance Payments and Deferred Revenue2,915 (490)
Income TaxesIncome Taxes(3,591) 26,824  Income Taxes(246)(3,591)
Operating Lease LiabilitiesOperating Lease Liabilities(1,217) (1,005) Operating Lease Liabilities(1,307)(1,217)
Supplemental Retirement and Other LiabilitiesSupplemental Retirement and Other Liabilities(99) 1,378  Supplemental Retirement and Other Liabilities(109)(99)
Cash Flows from Operating ActivitiesCash Flows from Operating Activities23,250  11,354  Cash Flows from Operating Activities(6,863)23,250 
Cash Flows from Investing Activities:Cash Flows from Investing Activities:Cash Flows from Investing Activities:
Proceeds on Sale of Business—  103,793  
Capital ExpendituresCapital Expenditures(2,793) (3,474) Capital Expenditures(1,905)(2,793)
Cash Flows from Investing ActivitiesCash Flows from Investing Activities(2,793) 100,319  Cash Flows from Investing Activities(1,905)(2,793)
Cash Flows from Financing Activities:Cash Flows from Financing Activities:Cash Flows from Financing Activities:
Proceeds from Long-term DebtProceeds from Long-term Debt150,000  10,000  Proceeds from Long-term Debt150,000 
Payments for Long-term DebtPayments for Long-term Debt(5,000) (122,026) Payments for Long-term Debt(5,000)
Purchase of Outstanding Shares for TreasuryPurchase of Outstanding Shares for Treasury(7,732) —  Purchase of Outstanding Shares for Treasury(7,732)
Stock Options ActivityStock Options Activity33  159  Stock Options Activity(52)33 
Finance Lease Principal PaymentsFinance Lease Principal Payments(461) (395) Finance Lease Principal Payments(501)(461)
Cash Flows from Financing ActivitiesCash Flows from Financing Activities136,840  (112,262) Cash Flows from Financing Activities(553)136,840 
Effect of Exchange Rates on CashEffect of Exchange Rates on Cash(839) (67) Effect of Exchange Rates on Cash(362)(839)
Increase (Decrease) in Cash and Cash Equivalents156,458  (656) 
(Decrease) Increase in Cash and Cash Equivalents(Decrease) Increase in Cash and Cash Equivalents(9,683)156,458 
Cash and Cash Equivalents at Beginning of PeriodCash and Cash Equivalents at Beginning of Period31,906  16,622  Cash and Cash Equivalents at Beginning of Period40,412 31,906 
Cash and Cash Equivalents at End of PeriodCash and Cash Equivalents at End of Period$188,364  $15,966  Cash and Cash Equivalents at End of Period$30,729 $188,364 
See notes to consolidated condensed financial statements.
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ASTRONICS CORPORATION
Consolidated Condensed Statements of Shareholders' Equity
Three Months Ended March 28, 2020April 3, 2021 With Comparative Figures for 20192020
(Unaudited)
(In thousands)

Three Months EndedThree Months Ended
March 28, 2020March 30, 2019April 3, 2021March 28, 2020
Common StockCommon StockCommon Stock
Beginning of PeriodBeginning of Period$269  $260  Beginning of Period$278 $269 
Class B Stock Converted to Common StockClass B Stock Converted to Common Stock  Class B Stock Converted to Common Stock
End of PeriodEnd of Period$271  $262  End of Period279 271 
Convertible Class B StockConvertible Class B StockConvertible Class B Stock
Beginning of PeriodBeginning of Period$76  $83  Beginning of Period69 76 
Net Exercise of Stock OptionsNet Exercise of Stock Options —  Net Exercise of Stock Options
Class B Stock Converted to Common StockClass B Stock Converted to Common Stock(2) (2) Class B Stock Converted to Common Stock(1)(2)
End of PeriodEnd of Period$75  $81  End of Period68 75 
Additional Paid in CapitalAdditional Paid in CapitalAdditional Paid in Capital
Beginning of PeriodBeginning of Period$76,340  $73,044  Beginning of Period82,187 76,340 
Net Exercise of Stock Options and Equity-based Compensation ExpenseNet Exercise of Stock Options and Equity-based Compensation Expense1,735  1,352  Net Exercise of Stock Options and Equity-based Compensation Expense2,045 1,735 
End of PeriodEnd of Period$78,075  $74,396  End of Period84,232 78,075 
Accumulated Comprehensive LossAccumulated Comprehensive LossAccumulated Comprehensive Loss
Beginning of PeriodBeginning of Period$(15,628) $(13,329) Beginning of Period(16,450)(15,628)
Foreign Currency Translation AdjustmentsForeign Currency Translation Adjustments(2,304) (270) Foreign Currency Translation Adjustments(637)(2,304)
Retirement Liability Adjustment – Net of TaxesRetirement Liability Adjustment – Net of Taxes215  150  Retirement Liability Adjustment – Net of Taxes434 215 
End of PeriodEnd of Period$(17,717) $(13,449) End of Period(16,653)(17,717)
Retained EarningsRetained EarningsRetained Earnings
Beginning of PeriodBeginning of Period$428,584  $376,567  Beginning of Period312,803 428,584 
Net (Loss) Income(66,963) 78,146  
Net LossNet Loss(11,909)(66,963)
End of PeriodEnd of Period$361,621  $454,713  End of Period300,894 361,621 
Treasury StockTreasury StockTreasury Stock
Beginning of PeriodBeginning of Period$(100,784) $(50,000) Beginning of Period(108,516)(100,784)
Purchase of SharesPurchase of Shares(7,732) —  Purchase of Shares(7,732)
End of PeriodEnd of Period$(108,516) $(50,000) End of Period(108,516)(108,516)
Total Shareholders’ EquityTotal Shareholders’ Equity$313,809  $466,003  Total Shareholders’ Equity$260,304 $313,809 
See notes to consolidated condensed financial statements.





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ASTRONICS CORPORATION
Consolidated Condensed Statements of Shareholders' Equity, Continued
Three Months Ended March 28, 2020April 3, 2021 With Comparative Figures for 20192020
(Unaudited)
(In thousands)

Three Months EndedThree Months Ended
March 28, 2020March 30, 2019April 3, 2021March 28, 2020
Common StockCommon StockCommon Stock
Beginning of PeriodBeginning of Period26,874  25,978  Beginning of Period27,825 26,874 
Net Issuance from Exercise of Stock OptionsNet Issuance from Exercise of Stock Options25  21  Net Issuance from Exercise of Stock Options19 25 
Class B Stock Converted to Common StockClass B Stock Converted to Common Stock189  179  Class B Stock Converted to Common Stock53 189 
End of PeriodEnd of Period27,088  26,178  End of Period27,897 27,088 
Convertible Class B StockConvertible Class B StockConvertible Class B Stock
Beginning of PeriodBeginning of Period7,650  8,290  Beginning of Period6,877 7,650 
Net Issuance from Exercise of Stock OptionsNet Issuance from Exercise of Stock Options15  35  Net Issuance from Exercise of Stock Options13 15 
Class B Stock Converted to Common StockClass B Stock Converted to Common Stock(189) (179) Class B Stock Converted to Common Stock(53)(189)
End of PeriodEnd of Period7,476  8,146  End of Period6,837 7,476 
Treasury StockTreasury StockTreasury Stock
Beginning of PeriodBeginning of Period3,526  1,675  Beginning of Period3,808 3,526 
Purchase of SharesPurchase of Shares282  —  Purchase of Shares282 
End of PeriodEnd of Period3,808  1,675  End of Period3,808 3,808 
See notes to consolidated condensed financial statements.

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ASTRONICS CORPORATION
Notes to Consolidated Condensed Financial Statements
March 28, 2020April 3, 2021
(Unaudited)
1) Basis of Presentation
The accompanying unaudited statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles 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. In addition, the COVID-19 pandemic could increasehas increased the volatility we experience in our financial results in recent periods and this could continue in future interim and annual periods. Operating results for the three months ended March 28, 2020April 3, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.2021.
The balance sheet at December 31, 20192020 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. generally accepted accounting principles (“GAAP”) for complete financial statements.
For further information, refer to the financial statements and footnotes thereto included in Astronics Corporation’s 20192020 annual report on Form 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 electrical power generation, distribution and motion systems, lighting and safety systems, avionics products, systems and certification, aircraft structures and automated test systems.
We have principal operations in the United States (“U.S.”), Canada, France and England, as well as engineering offices in the Ukraine and India.
On February 13, 2019, the Company completed a divestiture of its semiconductor test business within the Test Systems segment. The business wastransaction included 2 elements of contingent earnouts. The First Earnout is calculated based on a multiple of all future sales of existing and certain future derivative products to existing and future customers in each annual period from 2019 through 2022. The First Earnout may not coreexceed $35.0 million in total. The Second Earnout is calculated based on a multiple of future sales related to an existing product and program with an existing customer exceeding an annual threshold for each annual period from 2019 through 2022. The Second Earnout is not capped. For the Second Earnout, if the applicable sales in an annual period do not exceed the annual threshold, 0 amounts will be paid relative to such annual period; the sales in such annual period do not carry over to the next annual period. Due to the degree of uncertainty associated with estimating the future sales levels of the Test Systems segment. The totaldivested business and its underlying programs, and the lack of reliable predictive market information, the Company will recognize such earnout proceeds, ofif received, as additional gain on sale when such proceeds are realized or realizable.
In February 2021, the divestiture amountedCompany was notified by the buyer that they have calculated $10.7 million as being payable to $103.8the Company under the contingent earnouts related to the year ended December 31, 2020. In April 2021, the buyer provided a revised calculation, indicating, rather, that $7.1 million plus certain contingent purchase consideration (“earn-out”) as described in Note 18.is payable to the Company for the 2020 earnout. The Company recorded a pre-taxand the buyer are currently reviewing the calculations and underlying data and are engaged in negotiations. The Company expects to record the additional gain for whatever amount is realized on the sale when that review is complete and agreement is reached. The timing and amount of $80.1 million inany amount realized is uncertain and subject to risks and uncertainties as we continue the first quarter of 2019. The Company recorded income tax expense relating to the gain of $19.7 million.
On July 1, 2019, the Company acquired all of the issuedreview and outstanding capital stock of Freedom Communication Technologies, Inc. (“Freedom”). Freedom, located in Kilgore, Texas, is a leader in wireless communication testing, primarily for the civil land mobile radio market. Freedom is included in our Test Systems segment. The total consideration for the transaction was $21.8 million, net of $0.6 million in cash acquired.
On July 12, 2019, the Company sold intellectual property and certain assets associated with its Airfield Lighting product line for $1.0 million in cash. The Airfield Lighting product line, part of the Aerospace segment, was not core to the business and represented less than 1% of revenue. The Company recorded a pre-tax loss on the sale of approximately $1.3 million.
On October 4, 2019, the Company acquired the stock of the primary operating subsidiaries as well as certain other assets from mass transit and defense market test solution provider, Diagnosys Test Systems Limited, for $7.0 million in cash, plus earn-outs estimated at a fair value of $2.5 million. Diagnosys Inc. and its affiliates (“Diagnosys”) is included in our Test Systems segment. Diagnosys is a developer and manufacturer of comprehensive automated test equipment providing test, support, and repair of high value electronics, electro-mechanical, pneumatic and printed circuit boards focused on the global mass transit and defense markets. The terms of the acquisition allow for a potential earn-out of up to an additional $13.0 million over the three years post-acquisition based on achievement of new order levels of over $72.0 million during that period. The acquired business has operations in Westford, Massachusetts as well as Ferndown, England, and an engineering center of excellence in Bangalore, India.
For additional information regarding these acquisitions and divestitures see Note 18.
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negotiation process.
Impact of the COVID-19 Pandemic
In December 2019, a novel strain of coronavirus (“COVID-19”) surfaced in Wuhan, China, and has since spread to other countries, including the United States. On March 11, 2020, the World Health Organization classified the COVID-19 outbreak as a pandemic. The COVID-19 pandemic has had a sudden and significant impact on the global economy, and particularly in the
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aerospace industry, resulting in the grounding of the majority of the global commercial transportation fleet and significant cost cutting and cash preservation actions by the global airlines. This in turn has resulted in a significant reduction in airlines spending for both new aircraft and on upgrading their existing fleet with the Company’s products. We expect thisThis low level of investment by the airlines will continue at least through 2020, however,has continued into 2021, and while the industry is seeing some improvement on rising vaccination rates and easing travel restrictions, the ultimate impact of COVID-19 on our business results of operations, financial condition and cash flows is dependent on future developments, including the duration of the pandemic, vaccination rates and efficacy and the related length of its impact on the global economy and the aerospace industry, which are uncertain and cannot be predicted at this time.
In response to the global COVID-19 pandemic, we took immediate and aggressive action early in 2020 to minimize the spread of COVID-19 in our workplaces and reduce costs. Since the early days of the pandemic, we have been following guidance from the World Health Organization and the U.S. Center for Disease Control to protect employees and prevent the spread of the virus within all of our facilities globally. Some of the actions implemented include: social distancing; appropriate personal protective equipment; facility deep cleaning; flexible work-from-home scheduling; pre-shift temperature screenings, where allowed by law; and restrictions on facility visitors and unnecessary travel. Material actions to reduce costs included: (1) reducing our workforce to align operations with customer demand; (2) suspension of certain benefit programs; and (3) delaying non-essential capital projects and minimizing discretionary spending. At the same time, we addressed the ongoing needs of our business to continue to serve our customers. In addition to these measures, we amended our revolving credit facility in May 2020, as further described in Note 7. We are also monitoring the impacts of COVID-19 on the fair value of assets. Refer to Note 6 for a discussion of goodwill impairment charges recorded in the first quarter of 2020. Should future changes in sales, earnings and cash flows differ significantly from our expectations, long-lived assets to be held and used and goodwill could become impaired in the future.
The Company qualified for government subsidies from the Canadian and French governments as a result of the COVID-19 pandemic’s impact on our foreign operations. The Canadian and French subsidies are income-based grants intended to reimburse the Company for certain employee wages. The grants are recognized as income over the periods in which the Company recognizes as expenses the costs the grants are intended to defray. The Company recorded $0.6 million in COVID-19 related government assistance in the Consolidated Condensed Statements of Operations for the three months ended April 3, 2021, of which $0.5 million and $0.1 million was included in Cost of Products Sold and Selling, General and Administrative (“SG&A”) expenses, respectively.
Trade Accounts Receivable and Contract Assets
The allowance for doubtful accountsestimated 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 allowance for doubtful accountsestimated credit losses balance was $3.7$3.5 million and $3.6$3.2 million at March 28, 2020April 3, 2021 and December 31, 2019,2020, respectively. The Company‘s year-to-dateCompany’s bad debt expense was $0.3 million during the three months ended April 3, 2021 and insignificant in the three months ended March 28, 20202020. Total recoveries and writeoffs and charged against the allowance were insignificant in the three months ended April 3, 2021 and March 30, 2019.28, 2020.
The Company's exposure to credit losses may increase if its customers are adversely affected by global economic recessions, disruption associated with the current COVID-19 pandemic, industry conditions, or other customer-specific factors. Although the Company has historically not experienced significant credit losses, it is possible that there could be a material adverse impact from potential adjustments of the carrying amount of trade receivables and contract assets as airlines and other aerospace company’s cash flows are impacted by the COVID-19 pandemic.
Cost of Products Sold, Engineering and Development, Interest, and Selling, General and Administrative Expenses
Cost of products sold includes the costs to manufacture products such as direct materials and labor and manufacturing overhead as well as all engineering and development costs. The Company is engaged in a variety of engineering and design activities as well as basic research and development activities directed to the substantial improvement or new application of the Company’s existing technologies. These costs are expensed when incurred and included in cost of products sold. Research and development, design and related engineering amounted to $26.2$21.6 million and $26.7$26.2 million for the three months ended April 3, 2021 and March 28, 2020, and March 30, 2019, respectively. Selling, general and administrative expenses include costs primarily related to our sales and marketing departments and administrative departments. Interest expense is shown net of interest income. Interest income was insignificant for the three months ended April 3, 2021 and March 28, 2020 and March 30, 2019.2020.
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Goodwill Impairment
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.
As a result of the qualitative factors related to the COVID-19 pandemic, as discussed above, we performed interim quantitative assessments for the reporting units which had goodwill as of March 28, 2020. Based on our quantitative assessment, the Company recorded goodwill impairment charges associated with 4 Aerospace reporting units, totaling approximately $73.7 million within the Impairment Loss line in the Consolidated Condensed Statement of Operations in the three months ended March 28, 2020.
As of April 3, 2021, 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 months then ended.
For additional information regarding the quantitative test and the related goodwill impairment see Note 6.
Valuation of Long-Lived Assets
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. In conjunction with the deteriorating economic conditions associated with the COVID-19 pandemic, we recorded an impairment charge to right-of-use (“ROU”) assets of approximately $0.7 million incurred in one reporting unit in the Aerospace segment within the Impairment Loss line in the Consolidated Condensed Statement of Operations in the three months ended March 28, 2020. No otherAs of April 3, 2021, the Company concluded that no indicators of additional impairment relating to long-lived asset impairments were warranted based on the quantitative analysis performed.
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assets existed.
Foreign Currency Translation
The aggregate foreign currency transaction gain or loss included in operations was insignificant for the three months ended April 3, 2021 and March 28, 2020 and March 30, 2019.2020.
Newly Adopted and Recent Accounting Pronouncements
Recent Accounting Pronouncements Adopted
StandardDescriptionFinancial Statement Effect or Other Significant Matters
ASU No. 2016-13
Financial Instruments - Credit Losses (Topic 326)
The standard replaces the incurred loss model with the current expected credit loss (CECL) model to estimate credit losses for financial assets measured at amortized cost and certain off-balance sheet credit exposures. The CECL model requires a Company to estimate credit losses expected over the life of the financial assets based on historical experience, current conditions and reasonable and supportable forecasts. The provisions of the standard are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The amendment requires a modified retrospective approach by recording a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption.
The Company adopted this guidance as of January 1, 2020. The standard changed the way entities recognize impairment of most financial assets. Short-term and long-term financial assets, as defined by the standard, are impacted by immediate recognition of estimated credit losses in the financial statements, reflecting the net amount expected to be collected. The adoption of this standard had an immaterial impact on our condensed consolidated financial statements.

Date of adoption: Q1 2020
ASU No. 2018-13
Fair Value Measurement (Topic 820)
The standard removes the disclosure requirements for the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. The provisions of this ASU are effective for years beginning after December 15, 2019, with early adoption permitted.
This ASU did not have a significant impact on our consolidated financial statements, as it only includes changes to disclosure requirements.
Date of adoption: Q1 2020
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Recent Accounting Pronouncements Not Yet Adopted
StandardDescriptionFinancial Statement Effect or Other Significant Matters
ASU No. 2018-14
Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20)
The standard includes updates to the disclosure requirements for defined benefit plans including several additions, deletions and modifications to the disclosure requirements. The provisions of this ASU are effective for years beginning after December 15, 2020, with early adoption permitted.
This ASU doesdid not have a significant impact on our consolidated financial statements, as it only includes changes to disclosure requirements.
Planned date
Date of adoption: Q1 2021
ASU No. 2019-12

Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes
The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and improve consistent application by clarifying and amending existing guidance. The amendments of this standard are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued, with the amendments to be applied on a respective, modified retrospective or prospective basis, depending on the specific amendment.
The Company is currently evaluatingThis ASU simplifies the requirementsaccounting for income taxes by, among other things, eliminating certain existing exceptions related to the general approach in ASC 740 relating to franchise taxes, reducing complexity in the interim-period accounting for year-to-date loss limitations and changes in tax laws, and clarifying the accounting for transactions outside of business combination that result in a step-up in the tax basis of goodwill. As we do not have any significant activity associated with these items, this standard. The standard isASU did not expected to have a material impact on the Company'sconsolidated results or operations and financial statements.condition.

Planned dateDate of adoption: Q1 2021
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Recent Accounting Pronouncements Not Yet Adopted
StandardDescriptionFinancial Statement Effect or Other Significant Matters
ASU No. 2020-04

Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting
The amendments in Update 2020-04 are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The new guidance provides the following optional expedients: simplify accounting analyses under current U.S. GAAP for contract modifications, simplify the assessment of hedge effectiveness, allow hedging relationships affected by reference rate reform to continue and allow a one-time election to sell or transfer debt securities classified as held to maturity that reference a rate affected by reference rate reform.
The amendments are effective for all entities from the beginning of an interim period that includes the issuance date of the ASU. An entity may elect to apply the amendments prospectively through December 31, 2022. After 2021, it is unclear whether banks will continue to provide LIBOR submissions to theThe administrator of LIBOR has announced it will consult on its intention to cease the publication of the one week and no consensus currently exists astwo month USD LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023. Extending the publication of certain USD LIBOR tenors until June 30, 2023 would allow most legacy USD LIBOR contracts to what benchmark rate or rates may become accepted alternatives to LIBOR.mature before LIBOR experiences disruptions. The Company is currently evaluating the impact of adopting this guidance.

Planned date of adoption: Before December 31, 2022
We consider the applicability and impact of all ASUs. ASUs not listed above 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
Revenue is recognized when, or as, the Company transfers control of promised products or services to a customer in an amount that reflects the consideration the Company expects to be entitled in exchange for transferring those products or services. Sales shown on the Company's Consolidated Condensed Statements of Operations are from contracts with customers.
Payment terms and conditions vary by contract, although terms generally include a requirement of payment within a range from 30 to 90 days after the performance obligation has been satisfied; or in certain cases, up-front deposits. In circumstances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that the Company's contracts generally do not include a significant financing component. Taxes collected from customers, which are subsequently remitted to governmental authorities, are excluded from sales.
The Company recognizes an asset for the incremental, material costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year and the costs are expected to be recovered. These incremental costs include, but are not limited to, sales commissions incurred to obtain a contract with a customer. As of March 28, 2020,April 3, 2021, the Company does not have material incremental costs on any open contracts with an original expected duration of greater than one year.
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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. As of March 28, 2020,April 3, 2021, the Company does not have material capitalized fulfillment costs.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts which are, therefore, not distinct. Thus, the contract's transaction price is the revenue recognized when or as that performance obligation is satisfied. Promised goods or services that are immaterial in the context of the contract are not separately assessed as performance obligations.
Some of our contracts have multiple performance obligations, most commonly due to the contract covering multiple phases of the product lifecycle (development, production, maintenance and support). For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus margin approach, under which expected costs are forecast to satisfy a performance obligation and then an
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appropriate margin is added for that distinct good or service. Shipping and handling activities that occur after the customer has obtained control of the good are considered fulfillment activities, not performance obligations.
Some of our contracts offer price discounts or free units after a specified volume has been purchased. The Company evaluates these options to determine whether they provide a material right to the customer, representing a separate performance obligation. If the option provides a material right to the customer, revenue is allocated to these rights and recognized when those future goods or services are transferred, or when the option expires.
Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in contract specifications or requirements. In most instances, contract modifications are for goods or services that are distinct, and, therefore, are accounted for as new contracts. The effect of modifications has been reflected when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price.
The majority of the Company’s revenue from contracts with customers is recognized at a point in time, when the customer obtains control of the promised product, which is generally upon delivery and acceptance by the customer. These contracts may provide credits or incentives, which may be accounted for as variable consideration. Variable consideration is estimated at the most likely amount to predict the consideration to which the Company will be entitled, and only to the extent it is probable that a subsequent change in estimate will not result in a significant revenue reversal when estimating the amount of revenue to recognize. Variable consideration is treated as a change to the sales transaction price and based on an assessment of all information (i.e., historical, current and forecasted) that is reasonably available to the Company, and estimated at contract inception and updated at the end of each reporting period as additional information becomes available. Most of our contracts do not contain rights to return product; where this right does exist, it is evaluated as possible variable consideration.
For contracts that are subject to the requirement to accrue anticipated losses, the companyCompany recognizes the entire anticipated loss in the period that the loss becomes probable.
For contracts with customers in which the Company promises to provide a product to the customer that has no alternative use to the Company and the Company has enforceable rights to payment for progress completed to date inclusive of profit, the Company satisfies the performance obligation and recognizes revenue over time, using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, material and overhead.
The Company also recognizes revenue from service contracts (including service-type warranties) over time. The Company recognizes revenue over time during the term of the agreement as the customer is simultaneously receiving and consuming the benefits provided throughout the Company’s performance. The Company typically recognizes revenue on a straight-line basis throughout the contract period.
On March 28, 2020,April 3, 2021, we had $369.4$297.5 million of remaining performance obligations, which we refer to as total backlog. We expect to recognize approximately $268.1$217.2 million of our remaining performance obligations as revenue in 2020. As a result of the COVID-19 pandemic, the Company received order cancellations from customers subsequent to the period ending March 28,
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2020. Of the Company’s backlog at March 28, 2020 of $369.4 million, $3.0 million is no longer expected to be recognized as revenue as a result of order cancellations received subsequent to quarter end in the Aerospace segment.2021.
Costs in excess of billings includes unbilled amounts resulting from revenues under contracts with customers that are satisfied over time and when the cost-to-cost measurement method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Costs in excess of billings are classified as current assets, within Accounts Receivable, Net of Allowance for Doubtful AccountsEstimated Credit Losses on our Consolidated Condensed Balance Sheet.Sheets.
Billings in excess of cost includes billings in excess of revenue recognized as well as other elements of deferred revenue, which includes advanced payments, up-front payments, and progress billing payments. Billings in excess of cost are reported in our Consolidated Condensed Balance SheetSheets, classified as current liabilities, within Customer Advance Payments and Deferred Revenue, and non-current liabilities, within Other Liabilities. To determine the revenue recognized in the period from the beginning balance of billings in excess of cost, the contract liability as of the beginning of the period is recognized as revenue on a contract-by-contract basis when the Company satisfies the performance obligation related to the individual contract. Once the beginning contract liability balance for an individual contract has been fully recognized as revenue, any additional payments received in the period are recognized as revenue once the related costs have been incurred.
We recognized $8.3 million and $8.7 million and $8.2 million duringfor the three months ended April 3, 2021 and March 28, 2020, and March 30, 2019, respectively, in revenues that were included in the contract liability balance at the beginning of the period.
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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 during the three months ended March 28, 2020:April 3, 2021:
(In thousands)Contract AssetsContract Liabilities
Beginning Balance, January 1, 2020$19,567  $38,758  
Ending Balance, March 28, 2020$17,127  $37,750  
(In thousands)Contract AssetsContract Liabilities
Beginning Balance, January 1, 2021$17,697 $28,641 
Ending Balance, April 3, 2021$25,510 $31,285 
The following table presents our revenue disaggregated by Market Segments as follows:
Three Months Ended
(In thousands)March 28, 2020March 30, 2019
Aerospace Segment
Commercial Transport$102,775  $141,778  
Military18,11320,953
Business Jet15,00619,837
Other5,1765,933
Aerospace Total141,070188,501
Test Systems Segment
Semiconductor1,6343,354
Aerospace & Defense14,88016,319
Test Systems Total16,51419,673
Total$157,584  $208,174  
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Three Months Ended
(In thousands)April 3, 2021March 28, 2020
Aerospace Segment
Commercial Transport$38,208 $102,775 
Military20,982 18,113 
Business Jet14,028 15,006 
Other8,198 5,176 
Aerospace Total81,416 141,070 
Test Systems Segment
Semiconductor1,634 
Aerospace & Defense24,441 14,880 
Test Systems Total24,441 16,514 
Total$105,857 $157,584 
The following table presents our revenue disaggregated by Product Lines as follows:
Three Months EndedThree Months Ended
(In thousands)(In thousands)March 28, 2020March 30, 2019(In thousands)April 3, 2021March 28, 2020
Aerospace SegmentAerospace SegmentAerospace Segment
Electrical Power & MotionElectrical Power & Motion$69,456  $92,537  Electrical Power & Motion$29,344 $69,456 
Lighting & SafetyLighting & Safety37,92248,605Lighting & Safety27,100 37,922 
AvionicsAvionics22,14333,861Avionics14,843 22,143 
Systems CertificationSystems Certification3,3311,618Systems Certification878 3,331 
StructuresStructures3,0425,947Structures1,053 3,042 
OtherOther5,1765,933Other8,198 5,176 
Aerospace TotalAerospace Total141,070188,501Aerospace Total81,416 141,070 
Test SystemsTest Systems16,51419,673Test Systems24,441 16,514 
TotalTotal$157,584  $208,174  Total$105,857 $157,584 

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3) Inventories
Inventories consisted of the following:
(In thousands)
(In thousands)
March 28, 2020December 31, 2019
(In thousands)
April 3, 2021December 31, 2020
Finished GoodsFinished Goods$33,452  $33,434  Finished Goods$26,691 $26,964 
Work in ProgressWork in Progress29,742  25,594  Work in Progress24,777 21,987 
Raw MaterialRaw Material88,604  86,759  Raw Material103,786 108,108 
$151,798  $145,787  $155,254 $157,059 
The Company has evaluated the carrying value of existing inventories and believe they are properly reflected at their lower of carrying value or net realizable value. Future changes in demand or other market developments could result in future inventory charges. The Company is actively managing inventories and aligning them to meet known current and future demand.
4) Property, Plant and Equipment
Property, Plant and Equipment consisted of the following:
(In thousands)(In thousands)March 28, 2020December 31, 2019(In thousands)April 3, 2021December 31, 2020
LandLand$9,795  $9,802  Land$9,848 $9,891 
Buildings and ImprovementsBuildings and Improvements74,817  74,723  Buildings and Improvements75,540 75,493 
Machinery and EquipmentMachinery and Equipment116,906  115,202  Machinery and Equipment120,629 119,444 
Construction in ProgressConstruction in Progress5,752  5,453  Construction in Progress5,770 5,843 
207,270  205,180  211,787 210,671 
Less Accumulated DepreciationLess Accumulated Depreciation95,748  92,681  Less Accumulated Depreciation106,856 103,993 
$111,522  $112,499  $104,931 $106,678 
Additionally, net Property, Plant and Equipment of $1.5 million are classified in Assets Held for Sale at December 31, 2019. Refer to Note 18.
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5) Intangible Assets
The following table summarizes acquired intangible assets as follows: 
March 28, 2020December 31, 2019April 3, 2021December 31, 2020
(In thousands)(In thousands)
Weighted
Average Life
Gross Carrying
Amount
Accumulated
Amortization
Gross Carrying
Amount
Accumulated
Amortization
(In thousands)
Weighted
Average Life
Gross Carrying
Amount
Accumulated
Amortization
Gross Carrying
Amount
Accumulated
Amortization
PatentsPatents11 years$2,146  $1,826  $2,146  $1,804  Patents11 years$2,146 $1,913 $2,146 $1,891 
Non-compete AgreementNon-compete Agreement4 years11,318  8,363  11,318  7,696  Non-compete Agreement4 years11,082 10,212 11,082 10,085 
Trade NamesTrade Names10 years11,433  6,797  11,438  6,550  Trade Names10 years11,476 7,784 11,512 7,537 
Completed and Unpatented TechnologyCompleted and Unpatented Technology9 years48,192  22,268  48,201  21,196  Completed and Unpatented Technology9 years47,982 26,939 48,043 25,766 
Customer RelationshipsCustomer Relationships15 years142,194  53,021  142,212  50,776  Customer Relationships15 years142,367 62,275 142,478 60,096 
Total Intangible AssetsTotal Intangible Assets12 years$215,283  $92,275  $215,315  $88,022  Total Intangible Assets12 years$215,053 $109,123 $215,261 $105,375 
All acquired intangible assets other than goodwill and one trade name are being amortized. Amortization expense for acquired intangibles is summarized as follows: 
Three Months EndedThree Months Ended
(In thousands)(In thousands)March 28, 2020March 30, 2019(In thousands)April 3, 2021March 28, 2020
Amortization ExpenseAmortization Expense$4,265  $4,224  Amortization Expense$3,855 $4,265 
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Amortization expense for acquired intangible assets expected for 20202021 and for each of the next five years is summarized as follows:
(In thousands)(In thousands)(In thousands)
2020$17,198  
20212021$15,404  2021$15,356 
20222022$14,973  2022$14,911 
20232023$13,938  2023$13,878 
20242024$12,917  2024$12,856 
20252025$10,994  2025$10,935 
20262026$9,533 

6) Goodwill
The following table summarizes the changes in the carrying amount of goodwill for the three months ended March 28, 2020:April 3, 2021:
(In thousands)December 31, 2019Impairment Charges
Foreign
Currency
Translation
March 28, 2020
Aerospace$123,038  $(73,704) $(269) $49,065  
Test Systems21,932  —  —  21,932  
$144,970  $(73,704) $(269) $70,997  
Goodwill Impairment Testing
(In thousands)December 31, 2020
Foreign
Currency
Translation
April 3, 2021
Aerospace$36,648 $15 $36,663 
Test Systems21,634 21,634 
$58,282 $15 $58,297 
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.
In the first quarter of 2020, the World Health Organization characterized COVID-19 a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The United States, France, Canada and many other countries have issued formal stay-at-home orders to combat the pandemic, which require residents to stay home and non-essential businesses to temporarily close.
Beginning in the first quarter of 2020 the COVID-19 pandemic negatively impacted the global economy and aerospace industry resulting in an abrupt and significant decrease of airline passenger travel. In response, the global airlines grounded a significant portion of
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their fleet and are likely to defer or cancel aircraft scheduled for delivery this year. Additionally, airlines have announced plans to reduce capital and discretionary spending to conserve cash in the immediate future. In turn, aircraft manufacturers and tier one suppliers have experienced a disruption in production and demand as their customers defer delivery of new aircraft, resulting in slowed or halted production at facilities throughout the world. Commercial airlines and manufacturers are focusing on conserving cash to preserve liquidity, which will have a negative impact on airframe and aftermarket sales as compared with pre-pandemic forecasts.
industry. Management considered these qualitative factors and the impact to each reporting unit’s revenue and earnings, and determined that it iswas more likely than not that the fair value of several reporting units iswas less than its carrying value. Therefore, we performed a quantitative test for all 8 reporting units with goodwill as of March 28, 2020.
Quantitative testing requires a comparison of Based on our quantitative assessments, the fair value of each reporting unit to its carrying value. We use the discounted cash flow method to estimate the fair value of our reporting units. The discounted cash flow method incorporates various assumptions, the most significant being projected sales growth rates, operating margins and cash flows, the terminal growth rate and the weighted average cost of capital. If the carrying value of the reporting unit exceeds its fair value, goodwill is considered impaired and any loss must be measured. Accordingly, goodwill impairment is measured as the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying value of goodwill.
We determined that the estimated fair value of 4 of the 8 reporting units with goodwill significantly exceeded their respective carrying values and therefore, did not result in a goodwill impairment.
For the remaining 4 reporting units with goodwill, we determined that the estimated fair value was less than their respective carrying values. As a result, weCompany recorded non-cash goodwill impairment charges ofassociated with 4 Aerospace reporting units, totaling approximately $73.7 million in the Aerospace segment, reported within the Impairment Loss line ofin the Consolidated Condensed StatementsStatement of Operations in the three months ended March 28, 2020.
We recognized full impairmentsAs of the goodwill of our Astronics Connectivity Systems and Certification (“ACSC”), PGA and Custom Control Concepts (“CCC”) reporting units, and a partial impairment of the goodwill of our PECO reporting unit. The goodwill remaining in our PECO reporting unit after the write off is $32.8 million. For the PECO reporting unit with a partial goodwill write-off,April 3, 2021, the Company concluded that no indicators of additional impairment relating to intangible assets or goodwill existed and an interim test was not performed sensitivity analyses, utilizing reasonably possible changes in the assumption for the discount rate and revenue growth rates to demonstrate the potential impacts to the estimated fair value. In isolation, a 100 basis point increase to the discount rate or a 100 basis point decrease to the normalized revenue growth rate, would result in incremental impairment charges of $9.3 million or $4.4 million, respectively.
There is greater risk of future impairments in the reporting unit with partial impairment as any further deterioration in its performance compared to forecast, as well as any changes in economic forecasts and expected recovery in the aerospace industry, may require the Company to complete additional interim impairment tests in future quarters and could result in the reporting unit’s fair value again falling below carrying value in subsequent quarters. Further, if the composition of the reporting unit’s assets and liabilities were to change and result in an increase in the reporting unit’s carrying value, it could lead to additional impairment testing and further impairment losses.three months then ended.
7) Long-term Debt and Notes Payable
The Company's Fifth Amended and Restated Credit Agreement (the “Agreement”) provided for a $500 million revolving credit line with the option to increase the line by up to $150 million. The maturity date of the loans under the Agreement is February 16, 2023. At March 28, 2020, there was $333.0 million outstanding on the revolving credit facility and there remained $165.5 million available, net of outstanding letters of credit and bank guarantees. The credit facility allocates up to $20 million of the $500 million revolving credit line for the issuance of letters of credit, including certain existing letters of credit. At March 28, 2020, outstanding letters of credit and bank guarantees totaled $1.5 million.
The maximum permitted leverage ratio of funded debt, net of cash to Adjusted EBITDA (as defined in the Agreement) was 3.75 to 1, increasing to 4.50 to 1 for up to 4 fiscal quarters following the closing of an acquisition permitted under the Agreement, subject to limitations. The Company was in compliance with its financial covenant at March 28, 2020. The Company paid interest on the unpaid principal amount of the facility at a rate equal to one-, three- or six-month LIBOR plus between 1.00% and 1.50% based upon the Company’s leverage ratio. The Company also paid a commitment fee to the lenders in an amount equal to between 0.10% and 0.20% on the undrawn portion of the credit facility, based upon the Company’s leverage ratio.
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The COVID-19 pandemic has significantly impacted the global economy, and particularly the aerospace industry, resulting in reduced expectations of the Company’s future operating results. As a result, the Company was projected to exceed its maximum permitted leverage ratio in the fourth quarter of 2020. Accordingly, onIn May 4, 2020, the Company executed an amendment to the Agreement (the “amended facility”“Amended Facility”), which reduced the revolving credit line from $500 million to $375 million. There remains the option to increase the line by up to $150 million. The amended facilityAmended Facility suspends the application of the leverage ratio up through and including the second quarter of 2021 (the “suspension period”). The maximum net leverage ratio will be 6.00 to 1 for the third quarter of 2021, 5.50 to 1 for the fourth quarter of 2021, 4.50 to 1 for the first quarter of 2022, and return to 3.75 to 1 for each quarter thereafter.
During
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At April 3, 2021, there was $173.0 million outstanding on the suspension period,revolving credit facility and there remained $200.9 million available subject to the amendedminimum liquidity covenant discussed below, net of outstanding letters of credit. The credit facility allocates up to $20 million of the $375 million revolving credit line for the issuance of letters of credit, including certain existing letters of credit. At April 3, 2021, outstanding letters of credit totaled $1.1 million.
Through the third quarter of 2021, the Amended Facility requires the Company to maintain minimum liquidity, defined as unrestricted cash plus the unused revolving credit commitments, of $180 million at all times, andtimes. Through the second quarter of 2021, the Company is required to maintain a minimum interest coverage ratio of 1.75x on a quarterly basis, except for the first quarter of 2021, which iswas set at 1.50x. The Company was in compliance with its financial covenants at April 3, 2021. During the suspension period, the Company will pay interest on the unpaid principal amount of the amended facilityAmended Facility at a rate equal to one-, three- or six-month LIBOR (which shall be at least 1.00%) plus 2.25%. The Company will also pay a commitment fee to the lenders in an amount equal to 0.35% on the undrawn portion of the credit facility.Amended Facility. After the suspension period, the Company will pay interest on the unpaid principal amount of the amended facilityAmended Facility at a rate equal to one-, three- or six-month LIBOR (which shall be at least 1.00%) plus between 1.00% to 2.25% based upon the Company’s leverage ratio. The Company will also pay a commitment fee to the lenders in an amount equal to 0.10% to 0.35% on the undrawn portion of the credit facility,Amended Facility, based upon the Company’s leverage ratio. The amended facility providesAmended Facility provided for the payment of a consent fee of 15 basis points of the commitment for each consenting lender.
The amended facilityAmended Facility also temporarily restricts certain activities, including acquisitions and share repurchases, and requires mandatory repaymentsprepayments during the suspension period when the Company’s cash balance exceeds $100 million. We expect to make a mandatory repayment inThe Company has not made any prepayments during the second quarter of 2020 under this requirement.three months ended April 3, 2021.
The Company’s obligations under the Credit Agreement as amendedAmended Facility are jointly and severally guaranteed by each domestic subsidiary of the Company other than non-material subsidiaries. The obligations are secured by a first priority lien on substantially all of the Company’s and the guarantors’ assets.
In the event of voluntary or involuntary bankruptcy of the Company or any subsidiary, all unpaid principal and other amounts owing under the Credit AgreementAmended Facility automatically become due and payable. Other events of default, such as failure to make payments as they become due and breach of financial and other covenants, change of control, judgments over a certain amount, and cross default under other agreements give the agent the option to declare all such amounts immediately due and payable.
8) Product Warranties
In the ordinary course of business, the Company warrants its products against defects in design, materials and workmanship typically over periods ranging from twelve to sixty months. The Company determines warranty reserves needed by product line based on experience and current facts and circumstances. Activity in the warranty accrual is summarized as follows: 
Three Months EndedThree Months Ended
(In thousands)(In thousands)March 28, 2020March 30, 2019(In thousands)April 3, 2021March 28, 2020
Balance at Beginning of PeriodBalance at Beginning of Period$7,660  $5,027  Balance at Beginning of Period$7,018 $7,660 
Warranties Divested or Acquired—  (123) 
Warranties IssuedWarranties Issued877  529  Warranties Issued808 877 
Warranties SettledWarranties Settled(691) (588) Warranties Settled(685)(691)
Reassessed Warranty ExposureReassessed Warranty Exposure(724) (16) Reassessed Warranty Exposure(299)(724)
Balance at End of PeriodBalance at End of Period$7,122  $4,829  Balance at End of Period$6,842 $7,122 

9) Leases
The Company has operating and finance leases for leased office and manufacturing facilities and equipment leases. We have concluded that when an agreement grants us the right to substantially all of the economic benefits associated with an identified asset, and we are able to direct the use of that asset throughout the term of the agreement, we havethe agreement contains a lease. We lease certain facilities and office equipment under finance leases, and we lease certain production facilities, office equipment and vehicles under operating leases. Some of our leases include options to extend or terminate the leases and these options have been included in the relevant lease term to the extent that they are reasonably certain to be exercised.
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The weighted-average remaining term for the Company's operating and financing leases are approximately 7 years6 and 2 years,1, respectively. The weighted-average discount rates for the Company's operating and financing leases are approximately 3.3% and 5.3%5.1%, respectively.
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The following is a summary of the Company's ROU assets and liabilities:
(In thousands)(In thousands)March 28, 2020December 31, 2019(In thousands)April 3, 2021December 31, 2020
Operating Leases:Operating Leases:Operating Leases:
Operating Right-of-Use Assets, GrossOperating Right-of-Use Assets, Gross$28,988  $28,788  Operating Right-of-Use Assets, Gross$28,458 $28,678 
Less Accumulated Right-of-Use Asset ImpairmentLess Accumulated Right-of-Use Asset Impairment1,710  1,019  Less Accumulated Right-of-Use Asset Impairment1,710 1,710 
Less Accumulated AmortizationLess Accumulated Amortization5,260  4,167  Less Accumulated Amortization8,998 8,015 
Operating Right-of-Use Assets, NetOperating Right-of-Use Assets, Net$22,018  $23,602  Operating Right-of-Use Assets, Net$17,750 $18,953 
Short-term Operating Lease LiabilitiesShort-term Operating Lease Liabilities$4,687  $4,517  Short-term Operating Lease Liabilities$4,856 $4,998 
Long-term Operating Lease LiabilitiesLong-term Operating Lease Liabilities19,992  21,039  Long-term Operating Lease Liabilities15,415 16,637 
Operating Lease LiabilitiesOperating Lease Liabilities$24,679  $25,556  Operating Lease Liabilities$20,271 $21,635 
Finance Leases:Finance Leases:Finance Leases:
Finance Right-of-Use Assets, GrossFinance Right-of-Use Assets, Gross$3,484  $3,484  Finance Right-of-Use Assets, Gross$3,585 $3,484 
Less Accumulated AmortizationLess Accumulated Amortization1,275  1,020  Less Accumulated Amortization2,282 2,039 
Finance Right-of-Use Assets, Net — Included in Other AssetsFinance Right-of-Use Assets, Net — Included in Other Assets$2,209  $2,464  Finance Right-of-Use Assets, Net — Included in Other Assets$1,303 $1,445 
Short-term Finance Lease Liabilities — Included in Accrued Expenses and Other Current LiabilitiesShort-term Finance Lease Liabilities — Included in Accrued Expenses and Other Current Liabilities$1,962  $1,922  
Short-term Finance Lease Liabilities — Included in Accrued Expenses and Other Current Liabilities
$2,196 $2,081 
Long-term Finance Lease Liabilities — Included in Other LiabilitiesLong-term Finance Lease Liabilities — Included in Other Liabilities2,314  2,815  
Long-term Finance Lease Liabilities — Included in Other Liabilities
232 734 
Finance Lease LiabilitiesFinance Lease Liabilities$4,276  $4,737  Finance Lease Liabilities$2,428 $2,815 
The following is a summary of the Company's total lease costs:
Three Months EndedThree Months Ended
(In thousands)(In thousands)March 28, 2020March 30, 2019(In thousands)April 3, 2021March 28, 2020
Finance Lease Cost:Finance Lease Cost:Finance Lease Cost:
Amortization of ROU Assets$255  $255  
Amortization of Right-of-Use AssetsAmortization of Right-of-Use Assets$254 $255 
Interest on Lease LiabilitiesInterest on Lease Liabilities63  86  Interest on Lease Liabilities35 63 
Total Finance Lease CostTotal Finance Lease Cost$318  $341  Total Finance Lease Cost289 318 
Operating Lease CostOperating Lease Cost$1,448  $1,205  Operating Lease Cost1,359 1,448 
Right-of-Use Asset ImpairmentRight-of-Use Asset Impairment691  —  Right-of-Use Asset Impairment691 
Variable Lease CostVariable Lease Cost272  370  Variable Lease Cost391 272 
Short-term Lease Cost (excluding month-to-month)Short-term Lease Cost (excluding month-to-month)67  47  Short-term Lease Cost (excluding month-to-month)47 67 
Less Sublease and Rental (Income) ExpenseLess Sublease and Rental (Income) Expense(331) (212) Less Sublease and Rental (Income) Expense(309)(331)
Total Operating Lease CostTotal Operating Lease Cost$2,147  $1,410  Total Operating Lease Cost1,488 2,147 
Total Net Lease CostTotal Net Lease Cost$2,465  $1,751  Total Net Lease Cost$1,777 $2,465 

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The following is a summary of the Company's maturity of lease liabilities:
(In thousands)(In thousands)Operating LeasesFinance Leases(In thousands)Operating LeasesFinance Leases
2020$3,933  $1,605  
20215,470  2,181  
Remainder of 2021Remainder of 2021$4,120 $1,701 
202220225,278  743  20225,171 800 
202320233,904  —  20233,800 
202420242,837  —  20242,858 
202520252,809 
ThereafterThereafter5,941  —  Thereafter3,361 
Total Lease PaymentsTotal Lease Payments$27,363  $4,529  Total Lease Payments22,119 2,501 
Less: InterestLess: Interest2,684  253  Less: Interest1,848 73 
Total Lease LiabilityTotal Lease Liability$24,679  $4,276  Total Lease Liability$20,271 $2,428 

10) Income Taxes
The effective tax rates were approximately 3.3%(0.9)% and 22.6%3.3% for the three months ended April 3, 2021 and March 28, 2020, and March 30, 2019, respectively. The 2020 tax rate in the 2021 period was impacted by permanently non-deductible goodwill impairmentsState and a FederalForeign income taxes as well as changes in the valuation allowance previously recorded duringagainst federal deferred tax assets. As discussed below, the three months ended March 28, 2020 of approximately $7.0 million.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted in response to the economic uncertainty resulting from the COVID-19 pandemic.The CARES Act includes many measures to assist companies, including temporary changes to income and non-income based laws, some of which were enacted as part of the Tax Cuts and Jobs Act of 2017 (“TCJA”). Some of the key changes include eliminating the 80% of taxable income limitation by allowing corporate entities to fully utilize net operating losses (“NOL”) to offset taxable income in 2018, 2019 and 2020, allowing NOLs originating in 2018, 2019 and 2020 to be carried back five years and retroactively clarifying the immediate recovery of qualified improvement property costs rather than over a 39-year recovery period.During the three months ended March 28, 2020, the Company recorded a $0.7 million benefit relating to the NOL carryback provisions and the technical correction for qualified improvement property provided fortax rate in the CARES Act. The Company will continue to monitor additional guidance issued and assess2020 period was impacted primarily by the impact that various provisions will have on its business.initial recording of a valuation allowance against federal deferred tax assets.
As a result of the COVID-19 pandemic and its adverse effects on the global economy and aerospace industry that began to take shape in the first quarter of fiscal 2020, through April 3, 2021 the Company is now forecastingcontinuing to forecast that it will generate a taxable loss in 2020 which can be carried back under2021. The Company records a valuation allowance against the CARES Actdeferred tax assets if and to the extent it is more likely than not that the Company will not recover previously paidthe deferred tax assets. In evaluating the need for a valuation allowance, the Company weights all relevant positive and negative evidence, and considers among other factors, historical financial performance, projected future taxable income, taxes. After considerationscheduled reversals of deferred tax liabilities, that reverse in 2021the overall business environment, and beyond, the Company must rely on future taxable income in 2021 and beyond for purposes of asserting that the Company’s remaining U.S. Federal deferred tax assets are realizable on a more-likely-than-not basis as required under ASC 740.planning strategies. Losses in recent periods and projectedcumulative pre-tax losses in the three-year period ending with the current year, combined with the significant uncertainty brought about by the COVID-19 pandemic, is collectively considered significant negative evidence under ASC 740 when assessing whether an entity can use projected income as a basis for concluding that deferred tax assets are realizable on a more-likely-than-notmore-likely-than not basis.Accordingly, during For purposes of assessing the three months ended March 28,recoverability of deferred tax assets, in the first quarter of 2020 the Company determined that a portion of its deferred tax assets areit could not expected to be realizableinclude future projected earnings in the future.analysis due to recent history of losses and therefore had insufficient objective positive evidence that the Company will generate sufficient future pre-tax income to overcome the negative evidence of cumulative losses. As a result, the Company recorded a partial valuation allowance against its U.S. federal deferred tax assets in the first quarter of approximately $7.0 million during2020 and continues to maintain the valuation allowance against its U.S. federal deferred tax assets as of April 3, 2021.
On March 11, 2021, the American Rescue Plan Act, or ARPA, was signed into law. The ARPA enacted certain provisions that are relevant to corporate income tax. These provisions did not have a material impact on our income tax provision for the three months ended March 28, 2020 against its U.S. Federal deferred tax assets.April 3, 2021.
11) Earnings Per Share
Basic and diluted weighted-average shares outstanding are as follows: 
Three Months EndedThree Months Ended
(In thousands)(In thousands)March 28, 2020March 30, 2019(In thousands)April 3, 2021March 28, 2020
Weighted Average Shares - BasicWeighted Average Shares - Basic30,814  32,619  Weighted Average Shares - Basic30,903 30,814 
Net Effect of Dilutive Stock OptionsNet Effect of Dilutive Stock Options—  595  Net Effect of Dilutive Stock Options
Weighted Average Shares - DilutedWeighted Average Shares - Diluted30,814  33,214  Weighted Average Shares - Diluted30,903 30,814 
Stock options with exercise prices greater than the average market price of the underlying common shares are excluded from the computation of diluted earnings per share because they are out-of-the-money and the effect of their inclusion would be anti-dilutive. The number of common shares covered by out-of-the-money stock options was approximately 785,000652,000 shares as of
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March 28, 2020 April 3, 2021 and 154,000785,000 shares as of March 30, 2019.28, 2020. Further, due to our net loss in the three month periodperiods ended April 3,
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2021 and March 28, 2020, the assumed exercise of stock compensation had an antidilutive effect and therefore was excluded from the computation of diluted loss per share. The number of instruments not included in the computation of diluted loss per share was 440,211 as of March 28, 2020.
12) Shareholders' Equity
Share Buyback Program
The Company’s Board of Directors from time to time authorizes the repurchase of common stock, which allows the Company to purchase shares of its common stock in accordance with applicable securities laws on the open market or through privately negotiated transactions. Most recently, on September 17, 2019, the Company’s Board of Directors authorized a repurchase of up to $50 million. Approximately 282,000 shares were repurchased in the first quarter of 2020 at a cost of $7.7 million before the 10b5-1 plan associated with the share repurchase program was terminated on February 3, 2020. Under its current credit agreement, and as described further in Note 7, the Company is currently restricted from further stock repurchases.
Comprehensive (Loss) IncomeLoss and Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss are as follows: 
(In thousands)(In thousands)March 28, 2020December 31, 2019(In thousands)April 3, 2021December 31, 2020
Foreign Currency Translation AdjustmentsForeign Currency Translation Adjustments$(9,346) $(7,042) Foreign Currency Translation Adjustments$(5,105)$(4,468)
Retirement Liability Adjustment – Before TaxRetirement Liability Adjustment – Before Tax(10,596) (10,868) Retirement Liability Adjustment – Before Tax(13,830)(14,264)
Tax Benefit of Retirement Liability AdjustmentTax Benefit of Retirement Liability Adjustment2,225  2,282  Tax Benefit of Retirement Liability Adjustment2,282 2,282 
Retirement Liability Adjustment – After TaxRetirement Liability Adjustment – After Tax(8,371) (8,586) Retirement Liability Adjustment – After Tax(11,548)(11,982)
Accumulated Other Comprehensive LossAccumulated Other Comprehensive Loss$(17,717) $(15,628) Accumulated Other Comprehensive Loss$(16,653)$(16,450)
The components of other comprehensive (loss) income are as follows: 
Three Months EndedThree Months Ended
(In thousands)(In thousands)March 28, 2020March 30, 2019(In thousands)April 3, 2021March 28, 2020
Foreign Currency Translation AdjustmentsForeign Currency Translation Adjustments$(2,304) $(270) Foreign Currency Translation Adjustments$(637)$(2,304)
Retirement Liability Adjustments:Retirement Liability Adjustments:Retirement Liability Adjustments:
Reclassifications to General and Administrative Expense:Reclassifications to General and Administrative Expense:Reclassifications to General and Administrative Expense:
Amortization of Prior Service CostAmortization of Prior Service Cost101  101  Amortization of Prior Service Cost101 101 
Amortization of Net Actuarial LossesAmortization of Net Actuarial Losses171  85  Amortization of Net Actuarial Losses333 171 
Tax BenefitTax Benefit(57) (36) Tax Benefit(57)
Retirement Liability AdjustmentRetirement Liability Adjustment215  150  Retirement Liability Adjustment434 215 
Other Comprehensive LossOther Comprehensive Loss$(2,089) $(120) Other Comprehensive Loss$(203)$(2,089)

13) Supplemental Retirement Plan and Related Post Retirement Benefits
The Company has 2 non-qualified supplemental retirement defined benefit plans (“SERP” and “SERP II”) for certain executive officers. The following table sets forth information regarding the net periodic pension cost for the plans. 
Three Months EndedThree Months Ended
(In thousands)(In thousands)March 28, 2020March 30, 2019(In thousands)April 3, 2021March 28, 2020
Service CostService Cost$55  $45  Service Cost$49 $55 
Interest CostInterest Cost209  229  Interest Cost191 209 
Amortization of Prior Service CostAmortization of Prior Service Cost97  97  Amortization of Prior Service Cost97 97 
Amortization of Net Actuarial LossesAmortization of Net Actuarial Losses162  75  Amortization of Net Actuarial Losses323 162 
Net Periodic CostNet Periodic Cost$523  $446  Net Periodic Cost$660 $523 
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Participants in the SERP are entitled to paid medical, dental and long-term care insurance benefits upon retirement under the plan. The following table sets forth information regarding the net periodic cost recognizedwas insignificant for those benefits:the three months ended April 3, 2021 and March 28, 2020.
Three Months Ended
(In thousands)March 28, 2020March 30, 2019
Service Cost$ $ 
Interest Cost 12  
Amortization of Prior Service Cost  
Amortization of Net Actuarial Losses 10  
Net Periodic Cost$26  $29  

The service cost component of net periodic benefit costs above is recorded in Selling, General and Administrative Expenses within the Consolidated Condensed Statements of Operations, while the remaining components are recorded in Other Expense, Net of Other Income.
14) Sales to Major Customers
The Company hasloss of major customers or a significant concentration ofreduction in business with 2a major customers, eachcustomer would significantly, negatively impact our sales and earnings. In the three months ended April 3, 2021, the Company had 0 customer in excess of 10% of consolidated sales. The loss of either of these customers would significantly, negatively impact our sales and earnings.
Sales to these 2 customers1 customer in the Aerospace segment represented 17% and 9% of consolidated sales for the three months ended March 28, 2020. Sales to these customers were primarily in the Aerospace segment. Accounts receivable from these customers at March 28, 2020 was approximately $30.1 million. Sales to these 2 customers represented 13% and 14% of consolidated sales for the three months ended March 30, 2019.
15) Legal Proceedings
On December 29, 2010,Lufthansa
One of the Company’s subsidiaries is involved in numerous patent infringement actions brought by Lufthansa Technik AG (“Lufthansa”) filed a Statement of Claimin Germany, UK and France. The Company is vigorously defending all such litigation and proceedings. Additional information about these legal proceedings can be found in Note 19 “Legal Proceedings” in the Regional State Court of Mannheim, Germany. Lufthansa’s claim asserted that a subsidiary ofCompany’s Annual Report on Form 10-K for the Company, AES, sold, marketed, and brought into use in Germany a power supply system that infringes upon a German patent held by Lufthansa. Lufthansa sought an order requiring AES to stop selling and marketing the allegedly infringing power supply system, a recall of allegedly infringing products sold to commercial customers in Germany since November 26, 2003, and compensation for damages related to direct sales of the allegedly infringing power supply system in Germany (referred to as “direct sales”). The claim did not specify an estimate of damages and a related damages claim is being pursued by Lufthansa in separate court proceedings in an action filed in July 2017, as further discussed below.
In February 2015, the Regional State Court of Mannheim, Germany rendered its decision that the patent was infringed. The judgment did not require AES to recall products that are already installed in aircraft or had been sold to other end users. On July 15, 2015, Lufthansa advised AES of their intention to enforce the accounting provisions of the decision, which required AES to provide certain financial information regarding direct sales of the infringing product in Germany to enable Lufthansa to make an estimate of requested damages.
The Company appealed to the Higher Regional Court of Karlsruhe. On November 15, 2016, the Higher Regional Court of Karlsruhe issued its ruling and upheld the lower court’s decision. The Company submitted a petition to grant AES leave for appeal to the German Federal Supreme Court. On April 18, 2018, the German Federal Supreme Court granted Astronics’ petition in part, namely with respect to the part concerning the amount of damages. On January 8, 2019, the German Federal Supreme Court held the hearing on the appeal. By judgment of March 26, 2019, the German Federal Supreme Court dismissed AES's appeal. With this decision, the above-mentioned proceedings are complete.
In July 2017, Lufthansa filed an action in the Regional State Court of Mannheim for payment of damages caused by the court’s decision that AES infringed the patent, specifically related to direct sales of the product into Germany (associated with the original December 2010 action discussed above). In this action, which was served to AES on April 11, 2018, Lufthansa claimed payment of approximately $6.2 million plus interest. An oral hearing was held on September 13, 2019. A first instance decision in this matter was handed down on December 6, 2019. According to this ruling, Lufthansa was awarded damages in the amount of approximately $3.2 million plus interest. Inclusive of interest, this equates to approximately $4.5 million throughyear ended December 31, 2019. Interest will continue to accrue at a statutory rate until final payment to Lufthansa. In February 2020, and again2020. There were no significant developments in any of these matters during the quarter ended April 2020, we received notice that Lufthansa’s intention is to provide a security and to enforce payment on the first instance judgment. If Lufthansa provides a security deposit or a bank guarantee in a sufficient amount, as they have stated is their intention, the Company will be required to remit the payment. Based on this information, we believe payment for damages and interest on the direct sales claim will be required in 2020. AES has appealed this decision and the appeal is currently pending before the Higher Regional Court of Karlsruhe. If the first instance judgment is later reversed on appeal, the Company could
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reclaim any amounts that were previously paid to Lufthansa as far as the payments exceed the amount awarded by the appellate court, but there can be no assurances that we will be successful on such appeal. Prior to 2019, the Company had accrued $1.0 million related to this matter. As a result of the judgment on direct sales into Germany, the Company has reflected an incremental reserve of $3.5 million in its December 31, 2019 financial statements related to this matter, for a total reserve of $4.5 million. Interest accrues at a rate of 5% above the European Central Bank rate until final payment to Lufthansa. Inclusive of accrued interest, the3, 2021. The reserve for the directGerman indirect claim is $4.7was approximately $16.8 million at March 28, 2020.
On December 29, 2017, Lufthansa filed another infringement action against AES in the Regional State Court of Mannheim claiming that sales by AES to its international customers have infringed Lufthansa's patent if AES's customers later shipped the products to Germany (referred to as “indirect sales”). This action, therefore, addresses sales other than those covered by the action filed on December 29, 2010, discussed above. In this action, served on April 11, 2018, Lufthansa sought an order obliging AES to provide information and accounting and a finding that AES owes damages for the attacked indirect sales.
Moreover, Lufthansa sought accounting and a finding that the sale of individual components of the EmPower system – either directly to Germany or to international customers if these customers later shipped these products to Germany – constitutes an indirect patent infringement of Lufthansa's patent in Germany. In addition, Lufthansa sought an order obliging AES to confirm by an affidavit that the accounting provided in September 2015 was accurate and a finding that AES is also liable for damages for the sale of modified products if the modification of the products was not communicated to all subsequent buyers of the products. No amount of claimed damages has been specified by Lufthansa.
An oral hearing in this matter was held on September 13, 2019, as part of the oral hearing for the direct sales damages claim discussed above. A first instance decision in this matter was handed down on December 6, 2019. According to this judgment, Lufthansa's claims were granted in part. The court granted Lufthansa's claims for a finding that indirect sales (as defined above) by AES to international customers constitute a patent infringement under the conditions specified in the judgment and that the sale of components of the EmPower system to Germany constitutes an indirect patent infringement. Moreover, the Court granted Lufthansa's request for an affidavit confirming that the accounting provided in September 2015 was accurate. The Court rejected Lufthansa's request for a finding that AES is also liable for damages for the sale of modified products as inadmissible. This is relevant, as it provides that once AES modified the system to remove the infringing feature, any subsequent outlets are deemed not to be infringing outlets for purposes of calculating damages. AES and Lufthansa both appealed this decision and the appeal is currently pending before the Higher Regional Court of Karlsruhe. In its appeal, Lufthansa extended its action by requesting3, 2021, which included an additional finding that AES shall be held liable for all damages that Lufthansa incurred due to an alleged incorrect accounting of its past sales. No amount was quantified$0.1 million in Lufthansa's additional motion. The appeal is not likely to be settled in 2020.
Ifinterest accrued during the decision is confirmed on appeal, AES would be responsible for payment of damages for indirect sales of patent-infringing EmPower in-seat power supply systems in the period from December 29, 2007 to May 22, 2018. AES modified the outlet units at the end of 2014 and substantially all of the modified outlet units sold from 2015 do not infringe the patent of Lufthansa. Since only sales of systems comprising patent-infringing outlet units trigger damages claims, the period for which AES is liable for damages in connection with indirect sales substantially finished at the end of 2014.
After the accounting, Lufthansa is expected to enforce its claim for damages in separate court proceedings. These proceedings would probably be tried before the Mannheim Court again, which makes it probable that the Mannheim court will determine the damages for the indirect sales on the basis of the same principles as in the direct sales proceedings (unless the latter ruling of the Mannheim court is reversed on appeal). Based on the information available currently, we estimate that the resulting damages would be approximately $11.6 million plus approximately $4.5 million of accrued interest at the end of 2019, for a total of approximately $16.1 million at December 31, 2019. Similar to the direct sales claim, interest will accrue at a rate of 5% above the European Central Bank rate until final payment to Lufthansa. Inclusive of accrued interest, the reserve for the indirect claim is approximately $16.2 million at March 28, 2020.
Based upon the determination of the damages in the direct sales claim discussed above, in the March 28, 2020 consolidated financial statements, we have reflected a total accrual (inclusive of interest through December 31, 2019) of $4.7 million related to the direct sales claim, and $16.2 million related to the indirect sales claim as management’s best estimate of the total exposure related to these matters that is probable and that can be reasonably estimated at this time. Interest accrued for the three months ended March 28, 2020 was approximately $0.3 million and is recorded within Selling, General and Administrative Expense in the Company’s Consolidated Statement of Operations.quarter then ended. We estimate that payment for the damages and related interest of the direct sales claim will be paid before December 31, 2020, therefore the liability related to this matter, totaling $4.7 million, is classified within Other Accrued Expenses (current) in the Consolidated Balance Sheet at December 31, 2019. In connection with the indirect sales claims, we currently believe it is unlikely that the appeals process will be completed and the damages and related interest will be paid before December 31, 2020.within the next twelve months. Therefore, the liability related to this matter totaling $16.2 million, is classified within Other Liabilities (non-current) in the Consolidated Condensed Balance SheetSheets at March 28,April 3, 2021 and December 31, 2020.
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Other
In December 2017, LufthansaOn March 23, 2020, Teradyne, Inc. filed patent infringement casesa complaint against the Company and its subsidiary, Astronics Test Systems (“ATS”) (together, “the Defendants”) in the United KingdomStates District Court for the Central District of California alleging patent and copyright infringement, and certain other related claims. The Defendants moved to dismiss certain claims from the case. On November 6, 2020, the Court dismissed the Company from the case, and also dismissed a number of claims, though the patent and copyright infringement claims remain. The case is currently in discovery. In addition, on December 21, 2020, ATS filed a petition with the US Patent Trial and Appeal Board (“UK”PTAB”) and in France against AES., seeking to invalidate the subject patent. The Lufthansaparties are waiting to learn whether the PTAB will institute the proceeding. The District Court scheduled a claims construction hearing on the patent expired in May 2018. In those cases, Lufthansa accuses AES of having manufactured, used, sold and offered for sale a power supply system, and offered and supplied parts for a power supply system that infringed upon a Lufthansa patent in those respective countries. In the UK matter, LHT has also brought proceeding against two of AES’s customers in relation to acts done by them with AES supplied parts and a combined trial has been scheduled for June 2020 to address2021. Fact discovery has begun on both the issues of infringementpatent and validity. The France and UK claims are separate and apart fromcopyright claims. We will not have a trial date until 2022 at the claims in Germany and validity and infringement of the Lufthansa patent will first need to be determined by the courts in these countries, whose laws differ from those in Germany. Also the principles of calculating damages in German patent infringement proceedings differ substantially from the calculation methodsearliest. No amounts have been accrued for this matter in the UK and France. Therefore the Company has assessed this separate from the German claims. However, it is reasonably possible that additional damages and interest could be incurred if the courts in France and the UK were to rule in favor of Lufthansa, but at this time we cannot reasonably estimate the range of loss. AsApril 3, 2021 financial statements, as loss exposure is neither probable nor estimable at this time, the Company hastime.
Other than these proceedings, we are not recordedparty to any liability with respect to these matters assignificant pending legal proceedings that management believes will result in a material adverse effect on our financial condition or results of March 28, 2020.
On November 26, 2014, Lufthansa filed a complaint in the United States District for the Western District of Washington. Lufthansa’s complaint in that action alleges that AES manufactures, uses, sells and offers for sale a power supply system that infringes upon a U.S. patent held by Lufthansa. The patent at issue in the U.S. action is based on technology similar to that involved in the German action. On April 25, 2016, the Court issued its ruling on claim construction, holding that the sole independent claim in the patent is indefinite, rendering all claims in the patent indefinite. Based on this ruling, AES filed a motion for summary judgment on the grounds that the Court’s ruling that the patent is indefinite renders the patent invalid and unenforceable. On July 20, 2016, the U.S. District Court granted the motion for summary judgment and issued an order dismissing all claims against AES with prejudice.
Lufthansa appealed the District Court's decision to the United States Court of Appeals for the Federal Circuit. On October 19, 2017, the Federal Circuit affirmed the district court’s decision, holding that the sole independent claim of the patent is indefinite, rending all claims on the patent indefinite. Lufthansa did not file a petition for en banc rehearing or petition the U.S. Supreme Court for a writ of certiorari. Therefore, there is no longer a risk of exposure from that lawsuit.operations.
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16) Segment Information
Below are the sales and operating profit by segment for the three and three months ended April 3, 2021 and March 28, 2020 and March 30, 2019 and a reconciliation of segment operating profit to income before income taxes. Operating profit is net sales less cost of products sold and other operating expenses excluding interest and corporate expenses. Cost of products sold and other operating expenses are directly identifiable to the respective segment. 
Three Months EndedThree Months Ended
(In thousands)(In thousands)March 28, 2020March 30, 2019(In thousands)April 3, 2021March 28, 2020
Sales
Sales:Sales:
AerospaceAerospace$141,137  $188,501  Aerospace$81,430 $141,137 
Less Intersegment Sales(67) —  
Less Inter-segment SalesLess Inter-segment Sales(14)(67)
Total Aerospace SalesTotal Aerospace Sales141,070  188,501  Total Aerospace Sales81,416 141,070 
Test SystemsTest Systems16,553  19,724  Test Systems24,745 16,553 
Less Intersegment Sales(39) (51) 
Less Inter-segment SalesLess Inter-segment Sales(304)(39)
Total Test Systems SalesTotal Test Systems Sales16,514  19,673  Total Test Systems Sales24,441 16,514 
Total Consolidated SalesTotal Consolidated Sales$157,584  $208,174  Total Consolidated Sales$105,857 $157,584 
Operating (Loss) Profit and Margins
Segment Measure of Operating (Loss) Profit and MarginsSegment Measure of Operating (Loss) Profit and Margins
AerospaceAerospace$(63,145) $25,768  Aerospace$(5,563)$(63,145)
(44.8)%13.7 %(6.8)%(44.8)%
Test SystemsTest Systems722  2,185  Test Systems1,189 722 
4.4 %11.1 %4.9 %4.4 %
Total Operating (Loss) Profit(62,423) 27,953  
Total Segment Measure of Operating (Loss) ProfitTotal Segment Measure of Operating (Loss) Profit(4,374)(62,423)
(39.6)%13.4 %(4.1)%(39.6)%
Additions/Deductions from Operating (Loss) Profit
Gain on Sale of Business—  80,133  
Additions/Deductions from Segment Measure of Operating (Loss) ProfitAdditions/Deductions from Segment Measure of Operating (Loss) Profit
Interest Expense, Net of Interest IncomeInterest Expense, Net of Interest Income1,333  1,804  Interest Expense, Net of Interest Income1,758 1,333 
Corporate Expenses and OtherCorporate Expenses and Other5,521  5,287  Corporate Expenses and Other5,672 5,521 
(Loss) Income Before Income Taxes$(69,277) $100,995  
Loss Before Income TaxesLoss Before Income Taxes$(11,804)$(69,277)
Total Assets: 
(In thousands)(In thousands)March 28, 2020December 31, 2019(In thousands)April 3, 2021December 31, 2020
AerospaceAerospace$545,378  $629,371  Aerospace$481,134 $484,885 
Test SystemsTest Systems104,866  110,994  Test Systems102,138 105,079 
CorporateCorporate199,782  42,351  Corporate22,685 29,781 
Total AssetsTotal Assets$850,026  $782,716  Total Assets$605,957 $619,745 

17) Fair Value
A fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. Fair value is based upon an exit price model. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and involves consideration of factors specific to the asset or liability.
The Company follows a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
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Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
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Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value.
On a Recurring Basis:
A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
On October 4, 2019, the Company acquired the stock of the primary operating subsidiaries as well as certain other assets from mass transit and defense market test solution provider, Diagnosys Test Systems Limited for $7.0 million in cash, plus an earn-out estimated at a fair value of $2.5 million at the time of acquisition. The terms of the Diagnosys acquisition allow for a potential earn-out of up to an additional $13.0 million over the three years post-acquisition based on achievement of new order levels of over $72.0 million during that period. The fair value of this contingent consideration is estimated at $2.2 million as of April 3, 2021. The fair value assigned to the earn-outearnout is determined using the real options method, which requires Level 3 inputs such as new order forecasts, discount rate, volatility factors, and other market variables to assess the probability of Diagnosys achieving certain order levels over the period.
There were no other financial assets or liabilities carried at fair value measured on a recurring basis at December 31, 20192020 or March 28, 2020.April 3, 2021.
On a Non-recurring Basis:
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. In accordance with the provisions of ASC Topic 350, Intangibles – Goodwill and Other, the Company estimates the fair value of reporting units, utilizing unobservable Level 3 inputs. Level 3 inputs require significant management judgment due to the absence of quoted market prices or observable inputs for assets of a similar nature. The inputs underlying the fair value measurement of the reporting unit under the step-one analysis of the quantitative goodwill impairment test are classified as Level 3 inputs.

As further discussed in Note 6, on March 28, 2020, we performed interim quantitative assessments for the reporting units which had goodwill.goodwill as of March 28, 2020. Based on our quantitative assessment,assessments, the Company recorded non-cash goodwill impairment charges associated with 4 Aerospace reporting units, totaling approximately $73.7 million in the March 28, 2020 within the Impairment Loss line in the Consolidated Condensed Statement of Operations.Operations in the three months ended March 28, 2020. The impairment loss was calculated as the difference between the fair value of the goodwill reporting unit (which was calculated using level 3 inputs) and the carrying value of the reporting unit.

As of April 3, 2021, the Company concluded that no indicators of additional impairment relating to intangible assets or goodwill existed and an interim test was not performed in the three months then ended.
Long-lived assets are evaluated for recoverability whenever adverse effects or changes in circumstances indicate that the carrying value may not be recoverable. The recoverability test consists of comparing the undiscounted projected cash flows of the asset or asset group (which are Level 3 inputs) with the asset of asset group’s carrying amount. Should the carrying amount exceed undiscounted projected cash flows, an impairment loss would be recognized to the extent the carrying amount exceeds fair value. In conjunction with the deteriorating economic conditions associated with the COVID-19 pandemic, we recorded an impairment charge to ROU assets of approximately $0.7 million incurred in the Aerospace segment within the Impairment Loss line in the Consolidated Condensed Statement of Operations in the three months ended March 28, 2020.
The Freedom and Diagnosys intangible As of April 3, 2021, the Company concluded that no indicators of additional impairment relating to long-lived assets were valued using a discounted cash flow methodology, as of their respective acquisitions dates, and are classified as Level 3 inputs.existed.
Due to their short-term nature, the carrying value of cash and equivalents, accounts receivable, accounts payable, and notes payable approximate fair value. The carrying value of the Company’s variable rate long-term debt instruments also approximates fair value due to the variable rate feature of these instruments.
18) AcquisitionRestructuring Charges
The COVID-19 pandemic has significantly impacted the global economy, and Divestiture Activities
Acquisitions
Diagnosys Inc. and its affiliates
On October 4, 2019,particularly the aerospace industry, resulting in reduced expectations of the Company’s anticipated future operating results. As a result, the Company acquiredexecuted restructuring activities in the stockform of workforce reduction, primarily in the primary operating subsidiaries as well as certain other assets from mass transit and defense market test solution provider, Diagnosys Test Systems Limited for $7.0 millionsecond quarter of 2020, to align capacity with expected demand. There were no additional restructuring charges associated with this initiative recorded in cash, plus an earn-out estimated at a fair value of $2.5 million. The terms of the acquisition allow for a potential earn-out of up to an additional $13.0 million over the three years post-acquisition based on achievement of new order levels of over $72.0 million during that period. The acquired business has operations in Westford, Massachusetts as well as Ferndown, England, and an engineering
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center of excellence in Bangalore, India. Diagnosys is included in our Test Systems segment. Diagnosys is a developer and manufacturer of comprehensive automated test equipment providing test, support, and repair of high value electronics, electro-mechanical, pneumatic and printed circuit boards focused on the global mass transit and defense markets.
The purchase price allocation for this acquisition has not yet been finalized. Purchased intangible assets and goodwill are not expected to be deductible for tax purposes. This transaction was not considered material to the Company’s financial position or results of operations.
Freedom Communication Technologies, Inc.
On July 1, 2019, the Company acquired all of the issued and outstanding capital stock of Freedom. Freedom, located in Kilgore, Texas, is a leader in wireless communication testing, primarily for the civil land mobile radio market. Freedom is included in our Test Systems segment. The total consideration for the transaction was $21.8 million, net of $0.6 million in cash acquired. The purchase price allocation for this acquisition has not yet been finalized. Purchased intangible assets and goodwill are not expected to be deductible for tax purpose. This transaction was not considered material to the Company’s financial position or results of operations.
Divestitures
Semiconductor Test Business
On February 13, 2019, the Company completed a divestiture of its semiconductor business within the Test Systems segment. The business was not core to the future of the Test Systems segment. The total proceeds of the divestiture amounted to $103.8 million. The Company recorded a pre-tax gain on the sale of $80.1 million in the first quarter of 2019. The income tax expense relating to the gain was $19.7 million.
The transaction also included 2 elements of contingent earnouts. The First Earnout is calculated based on a multiple of all future sales of existing and certain future derivative products to existing and future customers in each annual period from 2019 through 2022. The First Earnout may not exceed $35.0 million in total. The Second Earnout is calculated based on a multiple of future sales related to an existing product and program with an existing customer exceeding an annual threshold for each annual period from 2019 through 2022. The Second Earnout is not capped. For the Second Earnout, if the applicable sales in an annual period do not exceed the annual threshold, 0 amounts will be paid relative to such annual period; the sales in such annual period do not carry over to the next annual period. Due to the degree of uncertainty associated with estimating the future sales levels of the divested business and its underlying programs, and the lack of reliable predictive market information, the Company will recognize such earnout proceeds, if received, as additional gain on sale when such proceeds are realized or realizable. No amounts were payable to the Company under the First Earnout for the year ending December 31, 2019.
Airfield Lighting Product Line
On July 12, 2019, the Company sold intellectual property and certain assets with its Airfield Lighting product line for $1.0 million in cash. The Airfield Lighting product line, part of the Aerospace segment, was not core to the business and represented less than 1% of revenue. The Company recorded a pre-tax loss on the sale of approximately $1.3 million during the third quarter of 2019.
Other Disposal Activity
As of December 31, 2019, the Company had agreed to sell certain facilities within the Aerospace segment. Accordingly, the property, plant and equipment assets associated with these facilities of $1.5 million was classified as held for sale in the Consolidated Condensed Balance Sheet at December 31, 2019. The sale was completed in the first quarter of 2020.
19) Restructuring Chargesmonths ended April 3, 2021.
In the fourth quarter of 2019, in an effort to reduce the significant operating losses at our AeroSat business, wethe Company initiated a restructuring plan to reduce costs and minimize losses of our AeroSat antenna business. The plan narrows the initiatives for the AeroSat business to focus primarily on near-term opportunities pertaining to business jet connectivity. The plan has a downsized manufacturing operation remaining in New Hampshire, with significantly reduced personnel and operating expenses. Impairments and restructuring charges were recorded in 2019 as a result of the restructuring plan.
The Company incurred $0.3 million in additional restructuring charges associated with severance at AeroSat during the three months ended March 28, 2020.
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The following table reconcilestables reconcile the beginning and ending liability for restructuring charges relating to the Company’s restructuring plan described above:charges:
Restructuring Charges in the
three months ended March 28, 2020
(In thousands)Accrual as of December 31, 2019Cost of Products SoldSelling, General and AdministrativeCash PaidAccrual as of March 28, 2020
Accrued Expenses and Other Current Liabilities$613  $60  $255  $(298) $630  
Other Liabilities4,577  —  —  —  4,577  
$5,190  $60  $255  $(298) $5,207  
2021
Balance as of January 1$5,631 
Restructuring Charges
Cash Paid(981)
Balance as of April 3$4,650 
The charge toliability is within Accrued Expenses and Other Current Liabilities and is comprised of employee termination benefits expected to be paid in 2020within the next 12 months as well as the current portions of payments to be made under non-cancelable inventory purchase commitments. The charge to Other Liabilities represents the non-current portions of payments to be made underAeroSat’s non-cancelable inventory purchase commitments. The non-cancelable purchase commitments are for inventory in the future which is not expected to be purchased prior to the expiration date of such agreements as a result of the restructuring plan.
20) Subsequent Events
In response to the global COVID-19 pandemic, we have implemented actions to maintain our financial health and liquidity, as discussed in detail in our Form 8-K’s filed on March 31, 2020 and May 6, 2020. In addition to these measures, we amended our revolving credit facility on May 4, 2020, as further described in Note 7. We are also monitoring the impacts of COVID-19 on the fair value of assets. We do not currently anticipate any material impairments on assets as a result of COVID-19 beyond the goodwill impairment charges previously discussed in Note 6. However, should future changes in sales, earnings and cash flows differ significantly from our expectations, long-lived assets to be held and used and goodwill could become impaired in the future.
As a result of the COVID-19 pandemic, the Company received order cancellations from customers subsequent to the period ending March 28, 2020. Of the Company’s backlog at March 28, 2020 of $369.4 million, $3.0 million is no longer expected to be recognized as revenue as a result of order cancellations received subsequent to quarter end in the Aerospace segment.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(The following should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Form 10-K for the year ended December 31, 2019.2020.)
OVERVIEW
Astronics Corporation (“Astronics” or the “Company”) is a leading supplier of advanced technologies and products to the global aerospace and defense industries. Our products and services include advanced, high-performance electrical power generation and distribution systems, seat motion solutions, lighting and safety systems, avionics products, aircraft structures, systems certification, and automated test systems.
Our Aerospace segment designs and manufactures products for the global aerospace industry. Product lines include lighting and safety systems, electrical power generation, distribution and seat motions systems, aircraft structures, avionics products, systems certification, and other products. Our primary Aerospace customers are the airframe manufacturers (“OEM”) that build aircraft for the commercial, military and general aviation markets, suppliers to those OEM’s, aircraft operators such as airlines, suppliers to the aircraft operators, and branches of the U.S. Department of Defense. Our Test Systems segment designs, develops, manufactures and maintains automated test systems that support the aerospace and defense, communications and mass transit test systemsindustries as well as training and simulation devices for both commercial and military applications. In the Test Systems segment, Astronics’ products are sold to a global customer base including OEM's and prime government contractors for both electronics and military products.
Our strategy is to increase our value by developing technologies and capabilities, either internally or through acquisition, and using those capabilities to provide innovative solutions to our targeted markets where our technology can be beneficial.
Important factors affecting our growth and profitability are the ongoing impacts of the COVID-19 pandemic and the timing and extent of recovery (as discussed more fully below), the rate at which new aircraft are produced, government funding of military programs, our ability to have our products designed into new aircraft and the rates at which aircraft owners, including commercial airlines, refurbish or install upgrades to their aircraft. New aircraft build rates and aircraft owners spending on upgrades and refurbishments is cyclical and dependent on the strength of the global economy. Once designed into a new aircraft, the spare parts business is frequently retained by the Company. Future growth and profitability of the test business is dependent on developing and procuring new and follow-on business. The nature of our Test Systems business is such that it pursues large, often multi-year, projects. There can be significant periods of time between orders in this business which may result in large fluctuations of sales and profit levels and backlog from period to period.
Acquisitions Test Systems segment customers include the Department of Defense, prime contractors to the Department of Defense, mass transit operators and Divestituresprime contractors to mass transit operators.
On February 13, 2019, the Company completed a divestiture of its semiconductor test business within the Test Systems segment. The total proceeds of the divestiture amounted to $103.8 million.million plus certain contingent purchase consideration (“earn-out”).
The transaction included two elements of contingent earnouts. The First Earnout is calculated based on a multiple of all future sales of existing and certain future derivative products to existing and future customers in each annual period from 2019 through 2022. The First Earnout may not exceed $35.0 million in total. The Second Earnout is calculated based on a multiple of future sales related to an existing product and program with an existing customer exceeding an annual threshold for each annual period from 2019 through 2022. The Second Earnout is not capped. For the Second Earnout, if the applicable sales in an annual period do not exceed the annual threshold, no amounts will be paid relative to such annual period; the sales in such annual period do not carry over to the next annual period. Due to the degree of uncertainty associated with estimating the future sales levels of the divested business and its underlying programs, and the lack of reliable predictive market information, the Company will recognize such earnout proceeds, if received, as additional gain on sale when such proceeds are realized or realizable. No amounts were payable for the year ended December 31, 2019.
In February 2021, the Company was notified by the buyer that they have calculated $10.7 million as being payable to the Company under the contingent earnouts related to the year ended December 31, 2020. In April 2021, the buyer provided a revised calculation, indicating, rather, that $7.1 million is payable to the Company for the 2020 earnout. The Company recorded a pre-taxand the buyer are currently reviewing the calculations and underlying data and are engaged in negotiations. The Company expects to record the additional gain for whatever amount is realized on the sale of $80.1 million in the first quarter of 2019. The income tax expense relating to the gain was $19.7 million.
On July 1, 2019, the Company acquired all of the issuedwhen that review is complete and outstanding capital stock of Freedom Communication Technologies, Inc. (“Freedom”). Freedom, located in Kilgore, Texas,agreement is a leader in wireless communication testing, primarily for the civil land mobile radio market. Freedom is included in our Test Systems segment. The total consideration for the transaction was $21.8 million, net of $0.6 million in cash acquired.
On July 12, 2019, the Company sold intellectual property and certain assets associated with its Airfield Lighting product line for $1.0 million in cash. The Airfield Lighting product line, part of the Aerospace segment, represented less than 1% of revenue. The Company recorded a pre-tax loss on the sale of approximately $1.3 million.
On October 4, 2019, the Company acquired the stock of the primary operating subsidiaries as well as certain other assets from mass transit and defense market test solution provider, Diagnosys Test Systems Limited, for $7.0 million in cash, plus earn-outs estimated at a fair value of $2.5 million. Diagnosys Inc. and its affiliates (“Diagnosys”) is included in our Test Systems segment. Diagnosys is a developer and manufacturer of comprehensive automated test equipment providing test, support, and repair of high value electronics, electro-mechanical, pneumatic and printed circuit boards focused on the global mass transit and defense markets. The terms of the acquisition allow for a potential earn-out of up to an additional $13.0 million over the three years post acquisition based on achievement of new order levels of over $72.0 million during that period. The acquired business has operations in Westford, Massachusetts as well as Ferndown, England, and an engineering center of excellence in Bangalore, India.reached.
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The timing and amount of any amount realized is uncertain and subject to risks and uncertainties as we continue the review and negotiation process.
CONSOLIDATED RESULTS OF OPERATIONS AND OUTLOOK 
Three Months EndedThree Months Ended
($ in thousands)($ in thousands)March 28, 2020March 30, 2019($ in thousands)April 3, 2021March 28, 2020
SalesSales$157,584  $208,174  Sales$105,857 $157,584 
Gross Profit (sales less cost of products sold)Gross Profit (sales less cost of products sold)$35,719  $52,077  Gross Profit (sales less cost of products sold)$14,273 $35,719 
Gross MarginGross Margin22.7 %25.0 %Gross Margin13.5 %22.7 %
Selling, General and Administrative ExpensesSelling, General and Administrative Expenses$28,867  $29,196  Selling, General and Administrative Expenses$23,785 $28,867 
SG&A Expenses as a Percentage of SalesSG&A Expenses as a Percentage of Sales18.3 %14.0 %SG&A Expenses as a Percentage of Sales22.5 %18.3 %
Impairment LossImpairment Loss$74,408  $—  Impairment Loss$— $74,408 
Gain on Sale of Business$—  $80,133  
Interest Expense, Net of Interest IncomeInterest Expense, Net of Interest Income$1,333  $1,804  Interest Expense, Net of Interest Income$1,758 $1,333 
Effective Tax RateEffective Tax Rate3.3 %22.6 %Effective Tax Rate(0.9)%3.3 %
Net (Loss) IncomeNet (Loss) Income$(66,963) $78,146  Net (Loss) Income$(11,909)$(66,963)
A discussion by segment can be found at “Segment Results of Operations and Outlook” in this MD&A.
CONSOLIDATED FIRST QUARTER RESULTS
Consolidated sales were down $50.6$51.7 million compared to the first quarter of 2019, which was the third highest revenue quarter in the Company’s history. Aerospace sales were down $47.4 million. Test System sales decreased $3.2 million. Acquisitions contributed $3.5 million in sales inwith the first quarter of 2020. SemiconductorAerospace sales were down $1.7$59.7 million as that business was divested in February 2019.from the 2020 first quarter, which had been largely unaffected by the COVID pandemic. Test System sales increased $7.9 million.
Consolidated cost of products sold in the first quarter of 20202021 was $121.9$91.6 million, compared with $156.1$121.9 million in the prior-year period. The decrease was primarily due to low volume related to the continued impacts of the COVID-19 pandemic on the global aerospace industry, coupled with the associated workforce and other cost reduction measures discussed further below. Gross margin declined from 22.7% to 13.5% due to leverage lost on lower sales volume.volumes.
Selling, general and administrative (“SG&A”) expenses were $28.9$23.8 million in the first quarter of 20192021 compared with $29.2 million. $28.9 million in the prior-year period. Contributing to the decrease in SG&A in 2021 were workforce reduction activities and cost reduction measures which were not put into effect primarily until the second quarter of 2020.
Further, non-cash goodwill and other asset impairment charges of $74.4 million in the Aerospace segment were recognized in the currentfirst quarter of 2020 due to reducedrevised expectations ofregarding future operating results as the COVID-19 pandemic took hold.
Interest expense has increased due to the COVID-19 pandemic, which has significantly impactedhigher interest rate upon the global economy, and particularly the aerospace industry. The Company recognized full impairmentsamendment of the goodwill of our Astronics Connectivity Systems and Certification (“ACSC”), PGA and Custom Control Concepts (“CCC”) reporting units, and a partial impairment of the goodwill of our PECO reporting unit.credit facility in May 2020.
The effective tax rate for the quarter was 3.3%(0.9)%, compared with 22.6%3.3% in the first quarter of 2019.2020. The 2021 tax rate was impacted by changes in the valuation allowance recorded against federal deferred tax assets as well as State and Foreign income taxes. The 2020 tax rate was impacted primarily by permanently non-deductible goodwill impairments andthe initial recording of a partial Federal valuation allowance recorded during the three months ended March 28, 2020 of approximately $7.0 million related toagainst federal deferred tax assets that are not expected to be realizable in the future as a result of losses in recent periods and projected losses due to the COVID-19 pandemic. The Company expects to be able to carryback tax losses generated in 2020 under the Coronavirus Aid, Relief, and Economic Security Act (“CARES act”) enacted March 2020 in order to be able to recover income taxes previously paid.assets.
NetConsolidated net loss was $67.0$11.9 million, or $(2.17)$0.39 per diluted share, compared with net incomeloss of $78.1$67.0 million, or $2.35$2.17 per diluted share, in the prior year. The after tax impact of the prior year impairment loss was $68.8 million, or $2.23 per diluted share.
Bookings were $167.4$120.0 million, for a book-to-bill ratio of 1.06:1.13:1. Backlog at the end of the quarter was $369.4$297.5 million. Approximately $268.1$217.2 million, or 73%, of backlog is expected to ship in the remainder of 2020. Of the Company’s backlog at March 28, 2020, $3.0 million is no longer expected to be recognized as revenue as a result of order cancellations received subsequent to quarter end in the Aerospace segment.
In September 2019, Astronics’ Board of Directors approved a share repurchase program, authorizing the Company to repurchase, in the aggregate, up to $50 million of its outstanding stock. Approximately 282,000 shares were repurchased in the first quarter at a cost of $7.7 million before the 10b5-1 plan associated with the share repurchase program was terminated on February 3, 2020. The recently amended credit agreement temporarily restricts the repurchase of the Company’s common stock.
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2021.
Impact of COVID-19 and Operational Adjustments
As previously disclosed,discussed, we face risks related to outbreaks of infectious diseases, including the ongoing COVID-19 pandemic. The challenges posed by the COVID-19 pandemic on the global economy, and more profoundly on the aerospace industry, increased significantly as the first quarter progressed.2020 progressed, and has continued into 2021. COVID-19 has caused disruption and volatility in the global capital markets, and has authored an economic slowdown.slowdown in the Aerospace industry in particular. In response to COVID-19, national and local governments around the world have instituted certain measures, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter-in-place orders and recommendations to practice social distancing. While these actions and restrictions are easing in some geographies, there
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remains continued impact. Although our operations have been deemed essential and we follow the COVID-19 guidelines from the Centers for Disease Control (“CDC”) concerning the health and safety of our personnel, these measures have resulted in attenuating activity and, in some cases, required temporary closures of certain of our facilities, among other impacts. The duration of these measures is unknown, may be extended and additional measures may be imposed.
In response to the global COVID-19 pandemic, we have implemented actions to maintain the health of our employees as well as our financial health and liquidity.These actions, include:which began in 2020, included:
Implementing social distancing measures, the use of masks, restricting visitors and unnecessary travel, and working from home whenever possible;
Workforce furlough and layoffreduction activities to align capacity with expected demand, reducing headcount by approximately 30%20% to approximately 2,0002,100 employees currently.Those reductions are split between layoffs and furloughs, the latter of which we hope to bring back in time;currently;
Eliminated consultants and temporary labor where possible;
Implemented significant cost conservation measures;
Suspending cash bonus plans and wage adjustments;certain benefit programs;
AmendingAmended our revolving credit facility on May 4, 2020, as further described in the “Liquidity and Capital Resources” section below;
Suspending share repurchases;
Reducing capital spending to $8 million from an initial plan of $20 to $25 million;where possible; and
Restrictions on marketing, trade shows, travel and discretionary spending for the remainder of the year.spending.

These reductions collectively are substantial, lowering our cost structure by an estimated $55 to $60 million for the year, beginning in the second quarter.
Analysis of Impact on Demand by Marketsand Market Trends
The Company evaluated theevaluates three revenue streams to monitor demand from three market drivers toand analyze the potential impact of the pandemic to its business. The three revenue streamsThese are (1) the commercial aircraft market, which includes OEM line fit and airline aftermarket business, (2) defense and other government markets, (2) new airplane production or OE demand, and (3) the aftermarket for commercial transport aircraft.general aviation.
Approximately 20% of Astronics’ sales in 2019 were to the defense or other government markets, including the majority of the Test business and certain military aircraft programs. Demand in these areasCommercial aerospace has not been affected to dateheavily impacted by the pandemic and shows significant strength.contributed $38.2 million, or 36% of consolidated revenue in the quarter, compared to $102.8 million or 65% of consolidated revenue in the first quarter of 2020. Airframe manufacturers adjusted to current market conditions by reducing planned production rates for new aircraft. Driven by the production rate reductions, the Company also experienced a slow-down in orders related to destocking in the supply chain. Narrow body aircraft build rates are expected to improve through 2021 from current levels as production of the 737 MAX picks up. The aftermarket is expected to strengthen over the course of the year as aircraft utilization and load factors increase.
An estimated 55%Defense and government markets have remained relatively strong through the pandemic. Sales to these markets were $45.4 million, or 43% of salesfirst quarter consolidated revenue in 20192021, up from $33.0 million, or 21% in the comparative period of 2020. This includes our military aircraft programs and our Test business, excluding the divested semiconductor business.
General aviation, which consists of our business jet market, were $14.0 million, representing 13% of the first quarter revenue in 2021. This compares with $15.0 million, or 10% of revenue in the comparator period. Most of general aviation revenue is line fit production driven by the manufacture of new aircraft, although there is some amount of aftermarket business as well. Demand for private aircraft has recovered quickly and is expected to in result in higher aircraft production rates in the near future.
Additionally, Astronics has pursued business opportunities from other markets, taking advantage of its technical design expertise and manufacturing capabilities, which are currently underutilized. Other revenue was approximately 8% of revenue in the first quarter of 2021. These opportunities can be meaningful, and some are directly related to the fight against COVID-19, such as the Xenex® program, whereby Astronics is providing manufacturing support to Xenex for the production of new airplanes inits unique LightStrike robots, which use patented pulsed xenon ultraviolet (“UV”) light disinfection technology to neutralize SARS-CoV-2, the commercial transport and business jet markets. For Astronics, the commercial transport market is the more significant of the two. Major manufacturers in both markets have revised their production plans downward for the near future, typically on the order of 30% to 35%, which directly impacts expected sales.
The remaining 25% of sales in 2019 were to the aftermarket for commercial transport aircraft, primarily for inflight entertainment and passenger power systems (“IFE”) sold to airlines and aircraft leasing companies. With the severe decline in airline traffic due to COVID-19, the Company expectsvirus that aftermarket IFE sales will be down substantially in 2020.
Evaluating the demand from these markets, and considering first quarter actual results, Astronics expects a significant decline in sales in 2020 and has restructured the business to be cash flow positive even if sales were to decline between 30% to 35% from sales of $773 million in 2019.causes COVID-19.
Outlook
As discussed above,We are pleased with the Company believescontinued strong demand for our Test business, which had core sales up 64% over last year. We also are encouraged by the consistent sequential ramping of Aerospace bookings since the second quarter of last year. We are optimistic that demand will strengthen as 2021 progresses, but it is too early to forecast results confidently. However, we expect our revenue could drop 30% to 35% from 2019, although other outcomes are possible. Management believes it has structuredin the Companysecond quarter to be about $115 million. Our goals remain to generate cash positive atand reduce debt. Evidence suggests that our largest market, which is dependent upon the health of the commercial airline industry, will recover when and where the pandemic comes under control. While we are making strides in the U.S., we look forward to progress in this level.regard worldwide through the remainder of this year.
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Our expectation for capital expenditures for 2021 remains unchanged at $10 million to $11 million.
Consolidated backlog at March 28, 2020April 3, 2021 was $369.4$297.5 million. Approximately 73% of the backlog is expected to ship in 2020. Of the Company’s backlog at March 28, 2020, $3.0 million is no longer expected to be recognized as revenue as a result of order cancellations received subsequent to quarter end in the Aerospace segment.
The effective tax benefit rate for 2020 is expected to be in the range of 2% to 6%.
Capital expenditures for 2020 are expected to be approximately $8 million, reduced from initial plans of $20 million to $25 million for the year. The reduction reflects the change in tooling and equipment capacity requirements for certain programs that were either postponed or cancelled, as well as the deferral or cancellation of discretionary investments.2021.
The ultimate impact of COVID-19 on our business results of operations, financial condition and cash flows is dependent on future developments, including the duration of the pandemic, vaccination rates and efficacy and the related length of its impact on the global economy and specifically on the markets we are active in, which is uncertain and cannot be predicted at this time. See Part II, Item 1A, Risk Factors, for an additional discussion of risk related to COVID-19.
SEGMENT RESULTS OF OPERATIONS AND OUTLOOK
Operating profit, as presented below, is sales less cost of products sold and other operating expenses, excluding interest expense and other corporate expenses. Cost of products sold and other operating expenses are directly identifiable to the respective segment. Operating profit is reconciled to earnings before income taxes in Note 16 of the Notes to Consolidated Condensed Financial Statements included in this report.
AEROSPACE SEGMENT
Three Months EndedThree Months Ended
(In thousands)(In thousands)March 28, 2020March 30, 2019(In thousands)April 3, 2021March 28, 2020
SalesSales$141,137  $188,501  Sales$81,430 $141,137 
Less Intersegment Sales(67) —  
Less Inter-segment SalesLess Inter-segment Sales(14)(67)
Total Aerospace SalesTotal Aerospace Sales$141,070  $188,501  Total Aerospace Sales$81,416 $141,070 
Operating (Loss) Profit$(63,145) $25,768  
Operating LossOperating Loss$(5,563)$(63,145)
Operating MarginOperating Margin(44.8)%13.7 %Operating Margin(6.8)%(44.8)%
Aerospace Sales by MarketAerospace Sales by MarketAerospace Sales by Market
(In thousands)(In thousands)(In thousands)
Commercial TransportCommercial Transport$102,775  $141,778  Commercial Transport$38,208 $102,775 
MilitaryMilitary18,113  20,953  Military20,982 18,113 
Business JetBusiness Jet15,006  19,837  Business Jet14,028 15,006 
OtherOther5,176  5,933  Other8,198 5,176 
$141,070  $188,501  $81,416 $141,070 
Aerospace Sales by Product LineAerospace Sales by Product LineAerospace Sales by Product Line
(In thousands)(In thousands)(In thousands)
Electrical Power & MotionElectrical Power & Motion$69,456  $92,537  Electrical Power & Motion$29,344 $69,456 
Lighting & SafetyLighting & Safety37,922  48,605  Lighting & Safety27,100 37,922 
AvionicsAvionics22,143  33,861  Avionics14,843 22,143 
Systems CertificationSystems Certification3,331  1,618  Systems Certification878 3,331 
StructuresStructures3,042  5,947  Structures1,053 3,042 
OtherOther5,176  5,933  Other8,198 5,176 
$141,070  $188,501  $81,416 $141,070 

(In thousands)(In thousands)March 28, 2020December 31, 2019(In thousands)April 3, 2021December 31, 2020
Total AssetsTotal Assets$545,378  $629,371  Total Assets$481,134 $484,885 
BacklogBacklog$285,673  $275,754  Backlog$210,153 $191,081 
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AEROSPACE FIRST QUARTER RESULTS
Aerospace segment sales decreased $47.4$59.7 million, or 25.2%42.3%, to $141.1$81.4 million. Sales werecontinued to be negatively affected by low commercial aircraft build rates and a weak commercial aircraft aftermarket as airlines have reduced spending and grounded aircraft due to the continued grounding of the 737 MAX and the OEM’s decision to temporarily cease production in January, along with the spread of theglobal COVID-19 pandemic in the later part of the quarter.pandemic.
Electrical Power and Motion sales were down $23.1$40.1 million compared with the prior-year period due to lower demand in cabin power and data products.period. Lighting & Safety sales decreased $10.8 million. Additionally, Avionics sales were down $11.7$7.3 million compared with the prior-year period due to lower demand in the quarter for inflight entertainment and connectivity (“IFEC”) products. Additionally, Lighting & Safety sales decreased $10.7 million, due primarily to decreased demand for passenger service units resulting from the OEM’s temporary halt in production of its 737 MAX aircraft, which began in January 2020.period.
Aerospace segment operating loss was $63.1$5.6 million compared with operating profitloss of $25.8$63.1 million for the same period last year. Leverage lost on reduced sales significantly impacted operating results. Aerospace operating profit in the prior-year period was impacted by goodwill and other asset impairment charges of $74.4 million, of which $73.7 million was related to goodwill, as previously discussed. Leverage lost on reduced sales also significantly impacted operating results.
AEROSPACE OUTLOOK
Aerospace bookings in the first quarter of 20202021 were $151.0$100.5 million, for a book-to-bill ratio of 1.07:1.23:1. The Aerospace segment’s backlog at the end of the first quarter of 20202021 was $285.7$210.2 million with approximately $229.0$178.0 million expected to be shipped over the remaining part of 2020 and $245.1 million is expected to ship over the next 12 months. Of the Company’s Aerospace backlog at March 28, 2020, $3.0 million is no longer expected to be recognized as revenue as a resultover the remaining part of order cancellations received subsequent to quarter end.2021 and $185.3 million scheduled over the next 12 months.
TEST SYSTEMS SEGMENT 
Three Months EndedThree Months Ended
(In thousands)(In thousands)March 28, 2020March 30, 2019(In thousands)April 3, 2021March 28, 2020
SalesSales$16,553  $19,724  Sales$24,745 $16,553 
Less Intersegment Sales(39) (51) 
Net Sales$16,514  $19,673  
Less Inter-segment SalesLess Inter-segment Sales(304)(39)
Total Test Systems SalesTotal Test Systems Sales$24,441 $16,514 
Operating profitOperating profit$722  $2,185  Operating profit$1,189 $722 
Operating MarginOperating Margin4.4 %11.1 %Operating Margin4.9 %4.4 %
Test Systems Sales by MarketTest Systems Sales by MarketTest Systems Sales by Market
(In thousands)(In thousands)(In thousands)
SemiconductorSemiconductor$1,634  $3,354  Semiconductor$— $1,634 
Aerospace & DefenseAerospace & Defense14,880  16,319  Aerospace & Defense24,441 14,880 
$16,514  $19,673  $24,441 $16,514 

(In thousands)(In thousands)March 28, 2020December 31, 2019(In thousands)April 3, 2021December 31, 2020
Total AssetsTotal Assets$104,866  $110,994  Total Assets$102,138 $105,079 
BacklogBacklog$83,713  $83,837  Backlog$87,393 $92,337 
TEST SYSTEMS FIRST QUARTER RESULTS
Test SegmentSystems segment sales were $16.5$24.4 million, down $3.2up $7.9 million compared to the prior-year period. SemiconductorVolumes have increased, as defense and government markets have been largely unaffected by the pandemic.
Test Systems operating profit was $1.2 million, or 4.9% of sales, decreased $1.7compared with $0.7 million, due to the saleor 4.4% of the semiconductor business which was divested on February 13, 2019, while organic Aerospace & Defense sales decreased $5.0 million. Freedom and Diagnosys contributed $3.5 million in sales, in the first quarter of 2020.
Test Systems operating profit was $0.7 million, or 4.4% of sales, compared with operating profit of $2.2 million, or 11.1% of sales, in last year’s first quarter. Operating profit in the first quarter of 2021 was impacted mostlynegatively affected by lower leverage on decreased sales volume.
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$0.9 million in legal fees related to infringement claims. Operating results in 2020 benefited from $1.6 million in semiconductor warranty revenue.
TEST SYSTEMS OUTLOOK
Bookings for the Test Systems segment in the quarter were $16.4$19.5 million, for a book-to-bill ratio of 0.99:0.80:1 for the quarter. The Test Systems segment’s backlog at the end of the first quarter of 20202021 was $83.7$87.4 million, with approximately $39.1$39.2 million expected to be shippedrecognized as revenue over the remaining part of 20202021 and approximately $52.8$46.8 million scheduled to ship over the next 12 months.
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LIQUIDITY AND CAPITAL RESOURCES
Operating Activities:
Cash provided byused for operating activities totaled $23.3$6.9 million for the first three months of 2020,2021, as compared with $11.4$23.3 million cash provided by operating activities during the same period in 2019.2020. Cash flow from operating activities increaseddecreased compared with the same period of 20192020 primarily due to the net non-cash effect onlower net income adjusted for non-cash expenses and income in 2021 compared with 2020 due to the impacts of the goodwill impairment lossCOVID-19 pandemic on our business, coupled with changes in the first three months of 2020 compared to the net non-cash effect on net income of the gain from sale of the semiconductor business in the first three months of 2019.operating assets.
Investing Activities:
Cash used for investing activities was $2.8$1.9 million for the first three months of 20202021 compared with $100.3$2.8 million in cash provided byused for investing activities in the same period of 2019. The change compared2020 due to the prior was a result of the $103.8 million in proceeds from the divestiture of the semiconductor business in 2019, slightly offset with a decrease in capital expenditures in the first quarter of 2020 compared with the first quarter of 2019.expenditures. The Company expects capital spending in 20202021 to be approximately $8in the range of $10 million and $11 million.
Financing Activities:
The primaryCash used for financing activities totaled $0.6 million for the first three months of 2021, as compared with $136.8 million cash provided by financing activities during the same period in 2020. Cash flow from financing activities decreased compared with the same period of 2020 due to net proceeds on our senior credit facility of $145.0 million in the first three months of 2020, related net payments on our senior credit facilitypartially offset by $7.7 million of $145.0 million. The primary financing activities inshare repurchases before the first three months of 2019 related to net payments on our senior credit facility of $112.0 million.10b-5 plan associated with the share repurchase program was terminated.
The Company's Fifth Amended and Restated Credit Agreement (the “Agreement”) provided for a $500 million revolving credit line with the option to increase the line by up to $150 million. The maturity date of the loans under the Agreement is February 16, 2023. At March 28, 2020, there was $333.0 million outstanding on the revolving credit facility and there remained $165.5 million available, net of outstanding letters of credit and bank guarantees. The credit facility allocates up to $20 million of the $500 million revolving credit line for the issuance of letters of credit, including certain existing letters of credit. At March 28, 2020, outstanding letters of credit and bank guarantees totaled $1.5 million.
The maximum permitted leverage ratio of funded debt, net of cash to Adjusted EBITDA (as defined in the Agreement) was 3.75 to 1, increasing to 4.50 to 1 for up to four fiscal quarters following the closing of an acquisition permitted under the Agreement, subject to limitations. The Company was in compliance with its financial covenant at March 28, 2020. The Company paid interest on the unpaid principal amount of the facility at a rate equal to one-, three- or six-month LIBOR plus between 1.00% and 1.50% based upon the Company’s leverage ratio. The Company also paid a commitment fee to the lenders in an amount equal to between 0.10% and 0.20% on the undrawn portion of the credit facility, based upon the Company’s leverage ratio.
The COVID-19 pandemic has significantly impacted the global economy, and particularly the aerospace industry, resulting in reduced expectations of the Company’s future operating results. As a result, the Company was projected to exceed its maximum permitted leverage ratio in the fourth quarter of 2020. Accordingly, onIn May 4, 2020, the Company executed an amendment to the Agreement (the “amended facility”“Amended Facility”), which reduced the revolving credit line from $500 million to $375 million. There remains the option to increase the line by up to $150 million. The amended facilityAmended Facility suspends the application of the leverage ratio up through and including the second quarter of 2021 (the “suspension period”). The maximum net leverage ratio will be 6.00 to 1 for the third quarter of 2021, 5.50 to 1 for the fourth quarter of 2021, 4.50 to 1 for the first quarter of 2022, and return to 3.75 to 1 for each quarter thereafter.
DuringAt April 3, 2021, there was $173.0 million outstanding on the suspension period,revolving credit facility and there remained $200.9 million available subject to the amendedminimum liquidity covenant discussed below, net of outstanding letters of credit. The credit facility allocates up to $20 million of the $375 million revolving credit line for the issuance of letters of credit, including certain existing letters of credit. At April 3, 2021, outstanding letters of credit totaled $1.1 million.
Through the third quarter of 2021, the Amended Facility requires the Company to maintain minimum liquidity, defined as unrestricted cash plus the unused revolving credit commitments, of $180 million at all times, andtimes. Through the second quarter of 2021, the Company is required to maintain a minimum interest coverage ratio of 1.75x on a quarterly basis, except for the first quarter of 2021, which iswas set at 1.50x. The Company was in compliance with its financial covenants at April 3, 2021. During the suspension period, the Company will pay interest on the unpaid principal amount of the amended facilityAmended Facility at a rate equal to one-, three- or six-month LIBOR (which shall be at least 1.00%) plus 2.25%. The Company will also pay a commitment fee to the lenders in an amount equal to 0.35% on the undrawn portion of the credit facility.Amended Facility. After the suspension period, the Company will pay interest on the
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unpaid principal amount of the amended facilityAmended Facility at a rate equal to one-, three- or six-month LIBOR (which shall be at least 1.00%) plus between 1.00% to 2.25% based upon the Company’s leverage ratio. The Company will also pay a commitment fee to the lenders in an amount equal to 0.10% to 0.35% on the undrawn portion of the credit facility,Amended Facility, based upon the Company’s leverage ratio. The amended facility providesAmended Facility provided for the payment of a consent fee of 15 basis points of the commitment for each consenting lender.
The amended facilityAmended Facility also temporarily restricts certain activities, including acquisitions and share repurchases, and requires mandatory repaymentsprepayments during the suspension period when the Company’s cash balance exceeds $100 million. We expect to make a mandatory repayment inThe Company has not made any prepayments during the second quarterthree months ended April 3, 2021.
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The Company’s obligations under the Credit Agreement as amendedAmended Facility are jointly and severally guaranteed by each domestic subsidiary of the Company other than non-material subsidiaries. The obligations are secured by a first priority lien on substantially all of the Company’s and the guarantors’ assets.
In the event of voluntary or involuntary bankruptcy of the Company or any subsidiary, all unpaid principal and other amounts owing under the Credit AgreementAmended Facility automatically become due and payable. Other events of default, such as failure to make payments as they become due and breach of financial and other covenants, change of control, judgments over a certain amount, and cross default under other agreements give the agent the option to declare all such amounts immediately due and payable.
The Company’s cash needs for working capital, debt service and capital equipment during the remainder
OFF BALANCE SHEET ARRANGEMENTS
We do not have any material off balance sheet arrangements that have or are reasonably likely to have a material future effect on our results of 2020 is expected to be met by cash flows from operations and cash balances and, if necessary, utilization of the revolving credit facility.or financial condition.
BACKLOG
The Company’s backlog at March 28, 2020April 3, 2021 was $369.4$297.5 million compared with $359.6$283.4 million at December 31, 20192020 and $400.2$369.4 million at March 30, 2019. Of the Company’s backlog at March 28, 2020, $3.0 million is no longer expected to be recognized as revenue as a result of order cancellations received subsequent to quarter end in the Aerospace segment.2020.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
The following table representsOur contractual obligations as of March 28, 2020:
Payments Due by Period
(In thousands)Total20202021-20222023-2024After 2024
Long-term Debt$333,223  $223  $—  $333,000  $—  
Interest on Long-term Debt17,895  4,684  12,490  721  —  
Purchase Obligations134,422  115,583  18,653  144  42  
Supplemental Retirement Plan and Post Retirement Obligations27,550  303  753  973  25,521  
Lease Obligations31,892  5,538  13,672  6,741  5,941  
Other Long-term Liabilities8,550  6,605  768  745  432  
Total Contractual Obligations$553,532  $132,936  $46,336  $342,324  $31,936  
Notes to Contractual Obligations Table
Long-Term Debt — See Part 1 Financial Information, Item 1 Financial Statements, Note 7, Long-Term Debt and Notes Payable includedcommitments have not changed materially from the disclosures in this report.
Interestour 2020 Annual Report on Long-term Debt — Future interest payments have been calculated using the applicable interest rate of each debt facility based on actual borrowings as of March 28, 2020. Actual future borrowings and rates may differ from these estimates. Future interest payments do not reflect the terms of the amended facility, which was entered into on May 4, 2020. The terms of the amended agreement are described in the “Liquidity and Capital Resources” section above.
Purchase Obligations — Purchase obligations are comprised of the Company’s commitments for goods and services in the normal course of business.
Lease Obligations — Financing and operating lease obligations are primarily related to the Company's facility leases and interest.
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Other Long-term Liabilities — Balance in 2020 includes $4.7 million litigation accrual related to damages awarded to Lufthansa in the patent dispute related to direct sales. See Note 15 of the Consolidated Financial Statements for additional information. Table excludes the $16.2 million accrual recorded as management's best estimate of damages related to indirect sales claim, as this will not become a contractual obligation until the appeals process is complete and amount of damages has been finalized.Form 10-K.
MARKET RISK
The Company believes that there have been no material changes in the current year regarding the market risk information for its exposure to interest rate fluctuations. Although the majority of our sales, expenses and cash flows are transacted in U.S. dollars, we have exposure to changes in foreign currency exchange rates related primarily to the Euro and the Canadian dollar. The Company believes that the impact of changes in foreign currency exchange rates in 20202021 have not been significant.
CRITICAL ACCOUNTING POLICIES
Refer to Note 2 of the Notes to Consolidated Condensed Financial Statements included in this report for the Company’s critical accounting policies with respect to revenue recognition. For a complete discussion of the Company’s other critical accounting policies, refer to the Company’s annual report on Form 10-K for the year ended December 31, 2019.2020.
RECENT ACCOUNTING PRONOUNCEMENTS
Refer to Note 1 of the Notes to Consolidated Condensed Financial Statements included in this report.
FORWARD-LOOKING STATEMENTS
Information included in this report that does not consist of historical facts, including statements accompanied by or containing words such as “may,” “will,” “should,” “believes,” “expects,” “expected,” “intends,” “plans,” “projects,” “approximate,” “estimates,” “predicts,” “potential,” “outlook,” “forecast,” “anticipates,” “presume” and “assume,” are forward-looking statements. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of future performance and are subject to several factors, risks and uncertainties, the impact or occurrence of which could cause actual results to differ materially from the expected results described in the forward-looking statements. Certain of these factors, risks and uncertainties are discussed in the sections of this report entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” New factors, risks and uncertainties may emerge from time to time that may affect the forward-looking statements made herein. Given these factors, risks and uncertainties, investors should not place undue reliance on forward-looking statements as predictive of future results. We disclaim any obligation to update the forward-looking statements made in this report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See Market Risk in Item 2, above.
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Item 4. Controls and Procedures
a.Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 28, 2020.April 3, 2021. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 28, 2020.April 3, 2021.
b.Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Currently, we are involved in legal proceedings relating to an allegation of patent infringement and based on rulings to date we have concluded that losses related to these proceedings are probable. For a discussion of contingencies related to legal proceedings, see Note 15 of the Notes to Consolidated Condensed Financial Statements.
Item 1a. Risk Factors
In addition to other information set forth in this report, you should carefully consider the factors discussed in Part 1, Item 1A. “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2019,2020, which could materially affect our business, financial condition or results of operations. The risks described in our Annual Report on Form 10-K are not the only risks facing us. There have been no material changesAdditional risks and uncertainties not currently known to the Risk Factors except as set forth below:
The COVID-19 pandemic hasus or that we currently deem to be immaterial also may materially adversely affected, and is expected to continue to pose risks to our business, results of operations, financial condition and cash flows, and other epidemics or outbreaks of infectious diseases may have a similar impact. As previously disclosed, we face risks related to outbreaks of infectious diseases, including the ongoing COVID-19 pandemic. In recent weeks, the COVID-19 coronavirus pandemic has caused significant volatility in financial markets, including the market price of our stock, and the commercial aerospace industry, which has raised the prospect of an extended global recession. In response to COVID-19, national and local governments around the world have instituted certain measures, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, shelter-in-place orders and recommendations to practice social distancing. Our operations have been deemed essential under applicable law, but there is no guarantee this will continue. We follow the COVID-19 guidelines from the CDC concerning the health and safety of our personnel, these measures have resulted in attenuating activity and, in some cases, required temporary closures of certain of our facilities, among other impacts. The duration of these measures is unknown, may be extended and additional measures, including facility closures, may be imposed.
Among the potential effects of COVID-19 and other similar outbreaks on the company include, but are not limited to, the following:
Reduced consumer and investor confidence, instability in the credit and financial markets, volatile corporate profits, and reduced business and consumer spending, which may adversely affect our results of operations by reducing our sales, margins and/or net income as a result of a slowdown in customer orders or order cancellations. In addition, volatility in the financial markets could increase the cost of capital and/or limit its availability.
Economic uncertainty as a result of COVID-19 is expected to make it difficult for our customers, suppliers and the company to accurately forecast and plan future business activities.
Aircraft manufacturers have experienced a disruption in production and demand as customers defer delivery of new aircraft, resulting in slowed or halted production at facilities throughout the world. Commercial airlines have experienced a significant reduction in air traffic. Commercial airlines and other manufacturers have begun to focus on conserving cash to preserve liquidity, which will have a negative impact on airframe and aftermarket sales.
The potential to weaken the financial position of some of our customers. If circumstances surrounding our customers’ financial capabilities were to deteriorate, asset write-downs or write-offs could negatively affect our operating results and, if large, could have a material adverse effect on our business, financial condition and/or results of operations and cash flow.operations.

Disruption of our supply chain. Our third-party manufacturers, suppliers, third-party distributors, sub-contractors and customers have been and will be disrupted by worker absenteeism, quarantines and restrictions on their employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel or health-related restrictions. Depending on the magnitude of such effects on our manufacturing or the operations of our suppliers, third-party distributors, or sub-contractors, our supply chain, manufacturing and product shipments could be delayed, which could adversely affect our business, operations, and customer relationships.
The need to incur additional restructuring charges to optimize our cost structure.
To the extent the COVID-19 pandemic adversely affects our business, results of operations, financial condition and cash flows, it may also heighten many of the other risks described in this section and in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The ultimate impact of COVID-19 on our business, results of operations, financial condition and cash flows is dependent on future developments, including the duration of the pandemic and the related length of its impact on the global economy, which are uncertain and cannot be predicted at this time.
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Item 2. Unregistered sales of equity securities and use of proceeds
c. The following table summarizes our purchases of our common stock for the quarter ended March 28, 2020.April 3, 2021.
Period(a) Total Number of Shares Purchased(b) Average Price Paid Per Share(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(d) Maximum Dollar Value of Shares that may yet be Purchased Under the Program (1)
January 1, 2020 - January 25, 2020101,031$27.91101,031$46,395,879
January 26, 2020 - February 22, 2020 (2)197,715$26.90181,011$41,483,815
February 23, 2020 - March 28, 2020 (3)2,180$20.27$41,483,815
Period(a) Total Number of Shares Purchased(b) Average Price Paid Per Share(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(d) Maximum Dollar Value of Shares that may yet be Purchased Under the Program (1)
January 1, 2021 -
April 3, 2021
$41,483,815
In connection with the exercise of stock options, we accept, from time to time, delivery of shares to pay the exercise price of stock options.
(1) On September 17, 2019, the Company’s Board of Directors authorized an additional repurchase of up to $50 million. Approximately 282,000310,000 shares were repurchased at a cost of $7.7$8.5 million before the 10b5-1 plan associated with the share repurchase program was terminated on February 3, 2020.
(2) On February 19, 2020, we accepted delivery of 16,704 shares at $24.30 in connection with the exercise of stock options.
(3) On March 2, 2020, we accepted delivery of 2,180 shares at $20.27 in connection with the exercise of stock options.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
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Item 6. Exhibits
Section 302 Certification - Chief Executive Officer
Section 302 Certification - Chief Financial Officer
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 101.1*Instance Document
Exhibit 101.2*Schema Document
Exhibit 101.3*Calculation Linkbase Document
Exhibit 101.4*Labels Linkbase Document
Exhibit 101.5*Presentation Linkbase Document
Exhibit 101.6*Definition Linkbase Document

*Submitted electronically herewith.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
ASTRONICS CORPORATION
(Registrant)
Date:May 7, 202010, 2021By:/s/ David C. Burney
David C. Burney
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

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