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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 April 3,October 2, 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  ¨


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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 3,November 2, 2021, 30,925,07131,460,404 shares of common stock were outstanding consisting of 24,478,46425,083,995 shares of common stock ($.01 par value) and 6,446,6076,376,409 shares of Class B common stock ($.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
April 3,October 2, 2021 with Comparative Figures for December 31, 2020
(Unaudited)
(In thousands)
April 3, 2021December 31, 2020
Current Assets:
Cash and Cash Equivalents$30,729 $40,412 
Accounts Receivable, Net of Allowance for Estimated Credit Losses98,701 93,056 
Inventories155,254 157,059 
Prepaid Expenses and Other Current Assets25,552 26,420 
Total Current Assets310,236 316,947 
Property, Plant and Equipment, Net of Accumulated Depreciation104,931 106,678 
Operating Right-of-Use Assets17,750 18,953 
Other Assets8,813 8,999 
Intangible Assets, Net of Accumulated Amortization105,930 109,886 
Goodwill58,297 58,282 
Total Assets$605,957 $619,745 
Current Liabilities:
Accounts Payable$22,216 $26,446 
Current Operating Lease Liabilities4,856 4,998 
Accrued Expenses and Other Current Liabilities40,723 37,721 
Customer Advance Payments and Deferred Revenue27,407 24,571 
Total Current Liabilities95,202 93,736 
Long-term Debt173,000 173,000 
Long-term Operating Lease Liabilities15,415 16,637 
Other Liabilities62,036 66,001 
Total Liabilities345,653 349,374 
Shareholders’ Equity:
Common Stock347 347 
Accumulated Other Comprehensive Loss(16,653)(16,450)
Other Shareholders’ Equity276,610 286,474 
Total Shareholders’ Equity260,304 270,371 
Total Liabilities and Shareholders’ Equity$605,957 $619,745 
October 2, 2021December 31, 2020
Current Assets:
Cash and Cash Equivalents$29,091 $40,412 
Accounts Receivable, Net of Allowance for Estimated Credit Losses107,690 93,056 
Inventories157,163 157,059 
Prepaid Expenses and Other Current Assets34,135 26,420 
Assets Held for Sale3,760 — 
Total Current Assets331,839 316,947 
Property, Plant and Equipment, Net of Accumulated Depreciation97,435 106,678 
Operating Right-of-Use Assets17,585 18,953 
Other Assets6,975 8,999 
Intangible Assets, Net of Accumulated Amortization98,190 109,886 
Goodwill58,282 58,282 
Total Assets$610,306 $619,745 
Current Liabilities:
Accounts Payable$24,456 $26,446 
Current Operating Lease Liabilities7,124 4,998 
Accrued Expenses and Other Current Liabilities47,987 37,721 
Customer Advance Payments and Deferred Revenue22,249 24,571 
Total Current Liabilities101,816 93,736 
Long-term Debt183,000 173,000 
Long-term Operating Lease Liabilities13,314 16,637 
Other Liabilities60,516 66,001 
Total Liabilities358,646 349,374 
Shareholders’ Equity:
Common Stock353 347 
Accumulated Other Comprehensive Loss(16,313)(16,450)
Other Shareholders’ Equity267,620 286,474 
Total Shareholders’ Equity251,660 270,371 
Total Liabilities and Shareholders’ Equity$610,306 $619,745 
See notes to consolidated condensed financial statements.
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ASTRONICS CORPORATION
Consolidated Condensed Statements of Operations
Three and Nine Months Ended April 3,October 2, 2021 With Comparative Figures for 2020
(Unaudited)
(In thousands, except per share data)
Three Months Ended
April 3, 2021March 28, 2020
Sales$105,857 $157,584 
Cost of Products Sold91,584 121,865 
Gross Profit14,273 35,719 
Selling, General and Administrative Expenses23,785 28,867 
Impairment Loss74,408 
Loss from Operations(9,512)(67,556)
Other Expense, Net of Other Income534 388 
Interest Expense, Net of Interest Income1,758 1,333 
Loss Before Income Taxes(11,804)(69,277)
Provision for (Benefit from) Income Taxes105 (2,314)
Net Loss$(11,909)$(66,963)
Loss Per Share:
Basic$(0.39)$(2.17)
Diluted$(0.39)$(2.17)
Nine Months EndedThree Months Ended
October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Sales$328,856 $387,784 $111,841 $106,506 
Cost of Products Sold281,957 310,059 94,610 91,333 
Gross Profit46,899 77,725 17,231 15,173 
Selling, General and Administrative Expenses66,829 85,941 21,729 24,170 
Impairment Loss— 87,016 — — 
Loss from Operations(19,930)(95,232)(4,498)(8,997)
Other Expense, Net of Other Income1,627 4,546 546 369 
Interest Expense, Net of Interest Income5,252 5,091 1,795 1,775 
Loss Before Income Taxes(26,809)(104,869)(6,839)(11,141)
Provision for (Benefit from) Income Taxes373 (9,073)335 (5,887)
Net Loss$(27,182)$(95,796)$(7,174)$(5,254)
Loss Per Share:
Basic$(0.88)$(3.11)$(0.23)$(0.17)
Diluted$(0.88)$(3.11)$(0.23)$(0.17)
See notes to consolidated condensed financial statements.
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ASTRONICS CORPORATION
Consolidated Condensed Statements of Comprehensive (Loss) Income
Three and Nine Months Ended April 3,October 2, 2021 With Comparative Figures for 2020
(Unaudited)
(In thousands)
Three Months Ended
April 3, 2021March 28, 2020
Net Loss$(11,909)$(66,963)
Other Comprehensive (Loss) Income:
Foreign Currency Translation Adjustments(637)(2,304)
Retirement Liability Adjustment – Net of Tax434 215 
Total Other Comprehensive Loss(203)(2,089)
Comprehensive Loss$(12,112)$(69,052)
Nine Months EndedThree Months Ended
October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Net Loss$(27,182)$(95,796)$(7,174)$(5,254)
Other Comprehensive Income (Loss):
Foreign Currency Translation Adjustments(1,165)(85)(1,143)1,409 
Retirement Liability Adjustment – Net of Tax1,302 645 434 215 
Total Other Comprehensive Income (Loss)137 560 (709)1,624 
Comprehensive Loss$(27,045)$(95,236)$(7,883)$(3,630)
See notes to consolidated condensed financial statements.
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ASTRONICS CORPORATION
Consolidated Condensed Statements of Cash Flows
ThreeNine Months Ended April 3,October 2, 2021 With Comparative Figures for 2020
(Unaudited, In thousands)Three Months Ended
Cash Flows from Operating Activities:April 3, 2021March 28, 2020
Net Loss$(11,909)$(66,963)
Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities:
Depreciation and Amortization7,453 7,971 
Provisions for Non-Cash Losses on Inventory and Receivables1,269 872 
Equity-based Compensation Expense2,097 1,703 
Deferred Tax (Benefit) Expense(51)2,050 
Operating Lease Non-Cash Expense1,185 1,210 
Impairment Loss74,408 
Other1,315 968 
Cash Flows from Changes in Operating Assets and Liabilities:
Accounts Receivable(6,010)13,644 
Inventories430 (7,224)
Accounts Payable(4,171)6,295 
Accrued Expenses(685)(5,730)
Other Current Assets and Liabilities961 (557)
Customer Advance Payments and Deferred Revenue2,915 (490)
Income Taxes(246)(3,591)
Operating Lease Liabilities(1,307)(1,217)
Supplemental Retirement and Other Liabilities(109)(99)
Cash Flows from Operating Activities(6,863)23,250 
Cash Flows from Investing Activities:
Capital Expenditures(1,905)(2,793)
Cash Flows from Investing Activities(1,905)(2,793)
Cash Flows from Financing Activities:
Proceeds from Long-term Debt150,000 
Payments for Long-term Debt(5,000)
Purchase of Outstanding Shares for Treasury(7,732)
Stock Options Activity(52)33 
Finance Lease Principal Payments(501)(461)
Cash Flows from Financing Activities(553)136,840 
Effect of Exchange Rates on Cash(362)(839)
(Decrease) Increase in Cash and Cash Equivalents(9,683)156,458 
Cash and Cash Equivalents at Beginning of Period40,412 31,906 
Cash and Cash Equivalents at End of Period$30,729 $188,364 
(Unaudited, In thousands)Nine Months Ended
Cash Flows from Operating Activities:October 2, 2021September 26, 2020
Net Loss$(27,182)$(95,796)
Adjustments to Reconcile Net Loss to Cash Flows from Operating Activities:
Depreciation and Amortization21,950 24,095 
Provisions for Non-Cash Losses on Inventory and Receivables2,750 4,535 
Equity-based Compensation Expense5,147 3,924 
Deferred Tax (Benefit) Expense(145)1,127 
Non-cash Severance Expense182 3,007 
Operating Lease Non-Cash Expense3,783 3,352 
Equity Investment Other Than Temporary Impairment— 3,493 
Impairment Loss— 87,016 
Contingent Consideration Liability Fair Value Adjustment(2,200)— 
Other3,010 6,622 
Cash Flows from Changes in Operating Assets and Liabilities:
Accounts Receivable(15,027)53,604 
Inventories(3,255)(19,807)
Accounts Payable(1,883)(9,589)
Accrued Expenses1,733 (11,340)
Other Current Assets and Liabilities(666)(224)
Customer Advance Payments and Deferred Revenue(2,215)(6,474)
Income Taxes217 (12,316)
Operating Lease Liabilities(4,395)(3,412)
Supplemental Retirement and Other Liabilities(304)(304)
Cash Flows from Operating Activities(18,500)31,513 
Cash Flows from Investing Activities:
Capital Expenditures(4,639)(5,575)
Proceeds on Sale of Assets30 1,600 
Cash Flows from Investing Activities(4,609)(3,975)
Cash Flows from Financing Activities:
Proceeds from Long-term Debt20,000 150,000 
Payments for Long-term Debt(10,000)(170,000)
Purchase of Outstanding Shares for Treasury— (7,732)
Financing Fees— (360)
Stock Options Activity3,187 33 
Finance Lease Principal Payments(878)(1,425)
Cash Flows from Financing Activities12,309 (29,484)
Effect of Exchange Rates on Cash(521)(63)
Decrease in Cash and Cash Equivalents(11,321)(2,009)
Cash and Cash Equivalents at Beginning of Period40,412 31,906 
Cash and Cash Equivalents at End of Period$29,091 $29,897 
See notes to consolidated condensed financial statements.
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ASTRONICS CORPORATION
Consolidated Condensed Statements of Shareholders' Equity
Three and Nine Months Ended April 3,October 2, 2021 With Comparative Figures for 2020
(Unaudited)
(In thousands)

Three Months EndedNine Months EndedThree Months Ended
April 3, 2021March 28, 2020October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Common StockCommon StockCommon Stock
Beginning of PeriodBeginning of Period$278 $269 Beginning of Period$278 $269 $283 $274 
Net Exercise of Stock OptionsNet Exercise of Stock Options— — 
Class B Stock Converted to Common StockClass B Stock Converted to Common StockClass B Stock Converted to Common Stock— 
End of PeriodEnd of Period279 271 End of Period289 277 289 277 
Convertible Class B StockConvertible Class B StockConvertible Class B Stock
Beginning of PeriodBeginning of Period69 76 Beginning of Period69 76 64 72 
Net Exercise of Stock OptionsNet Exercise of Stock OptionsNet Exercise of Stock Options— — — 
Class B Stock Converted to Common StockClass B Stock Converted to Common Stock(1)(2)Class B Stock Converted to Common Stock(5)(8)— (3)
End of PeriodEnd of Period68 75 End of Period64 69 64 69 
Additional Paid in CapitalAdditional Paid in CapitalAdditional Paid in Capital
Beginning of PeriodBeginning of Period82,187 76,340 Beginning of Period82,187 76,340 85,829 79,179 
Net Exercise of Stock Options and Equity-based Compensation ExpenseNet Exercise of Stock Options and Equity-based Compensation Expense2,045 1,735 Net Exercise of Stock Options and Equity-based Compensation Expense8,328 3,956 4,686 1,117 
End of PeriodEnd of Period84,232 78,075 End of Period90,515 80,296 90,515 80,296 
Accumulated Comprehensive LossAccumulated Comprehensive LossAccumulated Comprehensive Loss
Beginning of PeriodBeginning of Period(16,450)(15,628)Beginning of Period(16,450)(15,628)(15,604)(16,692)
Foreign Currency Translation AdjustmentsForeign Currency Translation Adjustments(637)(2,304)Foreign Currency Translation Adjustments(1,165)(85)(1,143)1,409 
Retirement Liability Adjustment – Net of TaxesRetirement Liability Adjustment – Net of Taxes434 215 Retirement Liability Adjustment – Net of Taxes1,302 645 434 215 
End of PeriodEnd of Period(16,653)(17,717)End of Period(16,313)(15,068)(16,313)(15,068)
Retained EarningsRetained EarningsRetained Earnings
Beginning of PeriodBeginning of Period312,803 428,584 Beginning of Period312,803 428,584 292,795 338,042 
Net LossNet Loss(11,909)(66,963)Net Loss(27,182)(95,796)(7,174)(5,254)
End of PeriodEnd of Period300,894 361,621 End of Period285,621 332,788 285,621 332,788 
Treasury StockTreasury StockTreasury Stock
Beginning of PeriodBeginning of Period(108,516)(100,784)Beginning of Period(108,516)(100,784)(108,516)(108,516)
Purchase of SharesPurchase of Shares(7,732)Purchase of Shares— (7,732)— — 
End of PeriodEnd of Period(108,516)(108,516)End of Period(108,516)(108,516)(108,516)(108,516)
Total Shareholders’ EquityTotal Shareholders’ Equity$260,304 $313,809 Total Shareholders’ Equity$251,660 $289,846 $251,660 $289,846 
See notes to consolidated condensed financial statements.





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ASTRONICS CORPORATION
Consolidated Condensed Statements of Shareholders' Equity, Continued
Three and Nine Months Ended April 3,October 2, 2021 With Comparative Figures for 2020
(Unaudited)
(In thousands)

Three Months EndedNine Months EndedThree Months Ended
April 3, 2021March 28, 2020
(Shares)(Shares)October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Common StockCommon StockCommon Stock
Beginning of PeriodBeginning of Period27,825 26,874 Beginning of Period27,825 26,874 28,315 27,355 
Net Issuance from Exercise of Stock OptionsNet Issuance from Exercise of Stock Options19 25 Net Issuance from Exercise of Stock Options554 69 534 44 
Class B Stock Converted to Common StockClass B Stock Converted to Common Stock53 189 Class B Stock Converted to Common Stock512 790 42 334 
End of PeriodEnd of Period27,897 27,088 End of Period28,891 27,733 28,891 27,733 
Convertible Class B StockConvertible Class B StockConvertible Class B Stock
Beginning of PeriodBeginning of Period6,877 7,650 Beginning of Period6,877 7,650 6,420 7,209 
Net Issuance from Exercise of Stock OptionsNet Issuance from Exercise of Stock Options13 15 Net Issuance from Exercise of Stock Options13 16 — 
Class B Stock Converted to Common StockClass B Stock Converted to Common Stock(53)(189)Class B Stock Converted to Common Stock(512)(790)(42)(334)
End of PeriodEnd of Period6,837 7,476 End of Period6,378 6,876 6,378 6,876 
Treasury StockTreasury StockTreasury Stock
Beginning of PeriodBeginning of Period3,808 3,526 Beginning of Period3,808 3,526 3,808 3,808 
Purchase of SharesPurchase of Shares282 Purchase of Shares— 282 — — 
End of PeriodEnd of Period3,808 3,808 End of Period3,808 3,808 3,808 3,808 
See notes to consolidated condensed financial statements.


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ASTRONICS CORPORATION
Notes to Consolidated Condensed Financial Statements
April 3,October 2, 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 has 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 threenine months ended April 3,October 2, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.
The balance sheet at December 31, 2020 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 2020 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 transaction 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, 0no 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.
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 and 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 any amount realized is uncertain and subject to risks and uncertainties as we continue the review and 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 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
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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. This low level of investment by the airlines 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 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.
In September 2021 the Company also entered into an agreement with the U.S. Department of Transportation (“USDOT”) under the Aviation Manufacturing Jobs Protection Program (“AMJP”) for a grant of up to $14.7 million. The Company recorded $0.6received the first installment of $7.3 million under the grant in September 2021. The remaining balance due to be received of $7.4 million has been classified within Prepaid Expenses and Other Current Assets on the Consolidated Condensed Balance Sheets as of October 2, 2021. The Company expects to receive a second installment in the range of $5 million to $6 million during the fourth quarter of 2021 and a final installment in the second or third quarter of 2022 upon final confirmation from the USDOT of the Company meeting its grant commitments. The receipt of the full award is primarily conditioned upon the Company committing to not furlough or lay off a defined group of employees during the six-month period of performance between September 2021 and March 2022. The grant benefit will be recognized over the six-month performance period as a reduction to Cost of Products Sold in proportion to the compensation expense that the award is intended to defray. During the quarter ended October 2, 2021, the Company recognized $1.1 million of the award. The unearned portion of the AMJP award of $13.6 million has been reported within Accrued Expenses and Other Current Liabilities in the Consolidated Balance Sheet at October 2, 2021.
The following table presents the COVID-19 related government assistance, in the Consolidated Condensed Statements of Operations forincluding AMJP, recorded during the three and nine 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.October 2, 2021:
Nine Months EndedThree Months Ended
(In thousands)October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Cost of Products Sold$3,185 $1,457 $1,706 $906 
Selling, General and Administrative Expenses190 176 43 75 
Total$3,375 $1,633 $1,749 $981 
Trade Accounts Receivable and Contract Assets
The allowance for estimated credit losses is based on the Company’s assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as the age of the receivable balances, historical experience, credit quality, current economic conditions, and reasonable and supportable forecasts of future economic conditions that may affect a customer’s ability to pay. The allowance for estimated credit losses balance was $3.5$3.3 million and $3.2 million at April 3,October 2, 2021 and December 31, 2020, respectively. The Company’s bad debt expense was $0.3 millioninsignificant during the three and nine months ended April 3,October 2, 2021, and insignificant and $1.7 million in the three and nine months ended March 28, 2020.September 26, 2020, respectively. Total recoveries and writeoffs and charged against the allowance were insignificant in the three and nine months ended April 3,October 2, 2021, and March 28,$1.1 million and $1.2 million in the three and nine months ended September 26, 2020. Total recoveries were insignificant in both the three and nine months ended October 2, 2021 and September 26, 2020.
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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’scompanies’ cash flows are impacted by the COVID-19 pandemic.
Assets of Business Held for Sale
Assets held for sale are to be reported at lower of its carrying amount or fair value less cost to sell. Judgment is required in estimating the sales price of assets held for sale and the time required to sell the assets. These estimates are based upon available market data and operating cash flows of the assets held for sale.
As of October 2, 2021, the Company has agreed to sell one of its facilities within the Aerospace segment as a result of consolidating certain facilities. Accordingly, the property, plant and equipment assets associated with this facility of $3.8 million have been classified as held for sale in the Consolidated Condensed Balance Sheets at October 2, 2021. The facility was sold subsequent to quarter-end. See note 19 for further information.
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 $21.6$21.8 million and $26.2$16.4 million for the three months ended April 3,and $64.7 million and $65.0 million for the nine months ended October 2, 2021 and March 28,September 26, 2020, 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 and nine months ended April 3,October 2, 2021 and March 28,September 26, 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, and an additional assessment of our PECO reporting unit as of June 27, 2020. Based on our quantitative assessment,assessments, the Company recorded goodwill impairment charges associated with 4 Aerospace reporting units, totaling $73.7$86.3 million within the Impairment Loss line in the Consolidated Condensed StatementStatements of Operations in the threenine months ended March 28,September 26, 2020.
As of April 3,October 2, 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 or nine 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 StatementStatements of Operations in the threenine months ended March 28,September 26, 2020. As of April 3,October 2, 2021 and for the three and nine month periods then ended, the Company concluded that no indicators of additional impairment relating to long-lived assets existed.
Foreign Currency Translation
The aggregate foreign currency transaction gain or loss included in operations was insignificant for the three and nine months ended April 3,October 2, 2021 and March 28,September 26, 2020.
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Newly Adopted and Recent Accounting Pronouncements
Recent Accounting Pronouncements 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 did not have a significant impact on our consolidated financial statements, as it only includes changes to disclosure requirements.

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.
This ASU simplifies the accounting 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 ASU did not have a material impact on consolidated results or operations and financial condition.
Date 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. The administrator of LIBOR has announced it will consult on its intention to cease the publication of the one week and two 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 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.
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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 April 3,October 2, 2021, the Company does not have material incremental costs on any open contracts with an original expected duration of greater than one year.
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 April 3,October 2, 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 Company 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
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benefits provided throughout the Company’s performance. The Company typically recognizes revenue on a straight-line basis throughout the contract period.
On April 3,October 2, 2021, we had $297.5$354.4 million of remaining performance obligations, which we refer to as total backlog. We expect to recognize approximately $217.2$113.3 million of our remaining performance obligations as revenue in the remainder of 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 Estimated Credit Losses on our Consolidated Condensed Balance 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 Sheets, 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$6.5 million and $8.7$8.5 million forduring the three months ended April 3,and $15.1 million and $20.1 million during the nine months ended October 2, 2021 and March 28,September 26, 2020, 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 threenine months ended April 3,October 2, 2021:
(In thousands)Contract AssetsContract Liabilities
Beginning Balance, January 1, 2021$17,697 $28,641 
Ending Balance, October 2, 2021$23,381 $26,516 
(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:
Nine Months EndedThree Months Ended
(In thousands)October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Aerospace Segment
Commercial Transport$143,550 $214,390 $57,549 $44,067 
Military54,847 50,329 17,064 18,164 
Business Jet41,131 45,259 12,109 14,711 
Other26,874 16,213 9,044 5,606 
Aerospace Total266,402 326,191 95,766 82,548 
Test Systems Segment
Semiconductor— 3,407 — 585 
Aerospace & Defense62,454 58,186 16,075 23,373 
Test Systems Total62,454 61,593 16,075 23,958 
Total$328,856 $387,784 $111,841 $106,506 
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 
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The following table presents our revenue disaggregated by Product Lines as follows:
Nine Months EndedThree Months Ended
(In thousands)October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Aerospace Segment
Electrical Power & Motion$102,742 $148,500 $38,650 $32,481 
Lighting & Safety76,929 90,973 25,461 25,320 
Avionics47,355 57,381 14,491 16,104 
Systems Certification7,937 5,596 6,099 605 
Structures4,565 7,528 2,021 2,432 
Other26,874 16,213 9,044 5,606 
Aerospace Total266,402 326,191 95,766 82,548 
Test Systems62,454 61,593 16,075 23,958 
Total$328,856 $387,784 $111,841 $106,506 
Three Months Ended
(In thousands)April 3, 2021March 28, 2020
Aerospace Segment
Electrical Power & Motion$29,344 $69,456 
Lighting & Safety27,100 37,922 
Avionics14,843 22,143 
Systems Certification878 3,331 
Structures1,053 3,042 
Other8,198 5,176 
Aerospace Total81,416 141,070 
Test Systems24,441 16,514 
Total$105,857 $157,584 

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3) Inventories
Inventories consisted of the following:
(In thousands)
April 3, 2021December 31, 2020
Finished Goods$26,691 $26,964 
Work in Progress24,777 21,987 
Raw Material103,786 108,108 
$155,254 $157,059 
(In thousands)
October 2, 2021December 31, 2020
Finished Goods$24,868 $26,964 
Work in Progress25,761 21,987 
Raw Material106,534 108,108 
$157,163 $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)October 2, 2021December 31, 2020
Land$8,654 $9,891 
Buildings and Improvements70,673 75,493 
Machinery and Equipment123,049 119,444 
Construction in Progress5,807 5,843 
208,183 210,671 
Less Accumulated Depreciation110,748 103,993 
$97,435 $106,678 
(In thousands)April 3, 2021December 31, 2020
Land$9,848 $9,891 
Buildings and Improvements75,540 75,493 
Machinery and Equipment120,629 119,444 
Construction in Progress5,770 5,843 
211,787 210,671 
Less Accumulated Depreciation106,856 103,993 
$104,931 $106,678 
Additionally, net Property, Plant and Equipment of $3.8 million is classified in Assets Held for Sale at October 2, 2021.
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5) Intangible Assets
The following table summarizes acquired intangible assets as follows:
April 3, 2021December 31, 2020October 2, 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 $1,913 $2,146 $1,891 Patents11 years$2,146 $1,957 $2,146 $1,891 
Non-compete AgreementNon-compete Agreement4 years11,082 10,212 11,082 10,085 Non-compete Agreement4 years11,082 10,465 11,082 10,085 
Trade NamesTrade Names10 years11,476 7,784 11,512 7,537 Trade Names10 years11,465 8,278 11,512 7,537 
Completed and Unpatented TechnologyCompleted and Unpatented Technology9 years47,982 26,939 48,043 25,766 Completed and Unpatented Technology9 years47,962 29,285 48,043 25,766 
Customer RelationshipsCustomer Relationships15 years142,367 62,275 142,478 60,096 Customer Relationships15 years142,330 66,810 142,478 60,096 
Total Intangible AssetsTotal Intangible Assets12 years$215,053 $109,123 $215,261 $105,375 Total Intangible Assets12 years$214,985 $116,795 $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:
Nine Months EndedThree Months Ended
(In thousands)October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Amortization Expense$11,565 $13,024 $3,853 $4,382 
Three Months Ended
(In thousands)April 3, 2021March 28, 2020
Amortization Expense$3,855 $4,265 
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Amortization expense for acquired intangible assets expected for 2021 and for each of the next five years is summarized as follows:
(In thousands)
2021$15,356 
2022$14,911 
2023$13,878 
2024$12,856 
2025$10,935 
2026$9,533 

(In thousands)
2021$15,382 
2022$14,911 
2023$13,878 
2024$12,856 
2025$10,935 
2026$9,533 
6) Goodwill
The following table summarizes the changes in the carrying amount of goodwill for the threenine months ended April 3,October 2, 2021:
(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 
(In thousands)December 31, 2020
Foreign
Currency
Translation
October 2, 2021
Aerospace$36,648 $— $36,648 
Test Systems21,634 — 21,634 
$58,282 $— $58,282 
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.
Beginning in the first quarter of 2020, the COVID-19 pandemic negatively impacted the global economy and aerospace industry. Management considered these qualitative factors and the impact to each reporting unit’s revenue and earnings, and determined that it was more likely than not that the fair value of several reporting units was less than its carrying value. Therefore, we performed a quantitative test for all 8 reporting units with goodwill as of March 28, 2020. We determined that the estimated fair value of 4 of the 8 reporting units was less than their respective carrying values.
During the second quarter of 2020, further commercial aircraft order reductions, delays and cancellations at a major customer of our PECO reporting unit resulted in revisions to PECO’s forecast. We therefore performed a quantitative test for the PECO reporting unit as of June 27, 2020 and we determined that the estimated fair value was less than the respective carrying value.
Based on our quantitative assessments, the Company recorded non-cash goodwill impairment charges associated with 4 Aerospace reporting units, totaling approximately $73.7$86.3 million within the Impairment Loss line in the Consolidated Condensed StatementStatements of Operations in the threenine months ended March 28,September 26, 2020.
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As of April 3,October 2, 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 or nine 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. The maximum 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 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.
In May 2020, the Company executed an amendment to the Agreement (the “Amended Facility”), which reduced the revolving credit line from $500 million to $375 million. The Amended Facility suspendssuspended the application of the leverage ratio up through and including the second quarter of 2021 (the “suspension period”). The maximum net leverage ratio will beis set at 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 returnreturns to 3.75 to 1 for each quarter thereafter.
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At April 3,October 2, 2021, there was $173.0$183.0 million outstanding on the revolving credit facility and there remained $200.9$190.9 million available subject to the minimum 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,October 2, 2021, outstanding letters of credit totaled $1.1 million.
Through the third quarter of 2021, the Amended Facility requiresrequired the Company to maintain minimum liquidity, defined as unrestricted cash plus the unused revolving credit commitments, of $180 million at all times. Through the second quarter of 2021, the Company iswas required to maintain a minimum interest coverage ratio of 1.75x on a quarterly basis, except for the first quarter of 2021, which was set at 1.50x. As noted above, the maximum net leverage ratio was set at 6.00 to 1 for the quarter ended October 2, 2021. The Company was in compliance with its financial covenants at April 3,October 2, 2021. During the suspension period, the Company will paypaid interest on the unpaid principal amount of the Amended 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 paypaid a commitment fee to the lenders in an amount equal to 0.35% on the undrawn portion of the Amended Facility. After the suspension period, the Company will paypays interest on the unpaid principal amount of the Amended 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 paypays a commitment fee to the lenders in an amount equal to 0.10% to 0.35% on the undrawn portion of the Amended Facility, based upon the Company’s leverage ratio. The Amended Facility provided for the payment of a consent fee of 15 basis points of the commitment for each consenting lender.
The Amended Facility also temporarily restricts certain activities, including acquisitions and share repurchases, and requires mandatory prepayments duringthrough the suspension period when the Company’s cash balance exceeds $100 million. The Company has not made any prepayments during the three months ended April 3, 2021.second quarter of 2022.
The Company’s obligations under the Amended 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 Amended 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.
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Activity in the warranty accrual is summarized as follows:
Three Months Ended
(In thousands)April 3, 2021March 28, 2020
Balance at Beginning of Period$7,018 $7,660 
Warranties Issued808 877 
Warranties Settled(685)(691)
Reassessed Warranty Exposure(299)(724)
Balance at End of Period$6,842 $7,122 

Nine Months EndedThree Months Ended
(In thousands)October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Balance at Beginning of Period$7,018 $7,660 $6,835 $6,965 
Warranties Issued3,506 1,618 1,485 95 
Warranties Settled(2,427)(1,324)(764)(16)
Reassessed Warranty Exposure(808)(596)(267)314 
Balance at End of Period$7,289 $7,358 $7,289 $7,358 
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, the 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.
The weighted-average remaining term for the Company's operating and financing leases are approximately 65 and 1 years, respectively. The weighted-average discount rates for the Company's operating and financing leases are approximately 3.3% and 5.1%1.3%, respectively.
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The following is a summary of the Company's ROU assets and liabilities:
(In thousands)April 3, 2021December 31, 2020
Operating Leases:
Operating Right-of-Use Assets, Gross$28,458 $28,678 
Less Accumulated Right-of-Use Asset Impairment1,710 1,710 
Less Accumulated Amortization8,998 8,015 
Operating Right-of-Use Assets, Net$17,750 $18,953 
Short-term Operating Lease Liabilities$4,856 $4,998 
Long-term Operating Lease Liabilities15,415 16,637 
Operating Lease Liabilities$20,271 $21,635 
Finance Leases:
Finance Right-of-Use Assets, Gross$3,585 $3,484 
Less Accumulated Amortization2,282 2,039 
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 Liabilities
$2,196 $2,081 
Long-term Finance Lease Liabilities — Included in Other Liabilities
232 734 
Finance Lease Liabilities$2,428 $2,815 
The following is a summary of the Company's total lease costs:
Three Months Ended
(In thousands)April 3, 2021March 28, 2020
Finance Lease Cost:
Amortization of Right-of-Use Assets$254 $255 
Interest on Lease Liabilities35 63 
Total Finance Lease Cost289 318 
Operating Lease Cost1,359 1,448 
Right-of-Use Asset Impairment691 
Variable Lease Cost391 272 
Short-term Lease Cost (excluding month-to-month)47 67 
Less Sublease and Rental (Income) Expense(309)(331)
Total Operating Lease Cost1,488 2,147 
Total Net Lease Cost$1,777 $2,465 

(In thousands)October 2, 2021December 31, 2020
Operating Leases:
Operating Right-of-Use Assets, Gross$30,324 $28,678 
Less Accumulated Right-of-Use Asset Impairment1,710 1,710 
Less Accumulated Amortization11,029 8,015 
Operating Right-of-Use Assets, Net$17,585 $18,953 
Short-term Operating Lease Liabilities$7,124 $4,998 
Long-term Operating Lease Liabilities13,314 16,637 
Operating Lease Liabilities$20,438 $21,635 
Finance Leases:
Finance Right-of-Use Assets, Gross$177 $3,484 
Less Accumulated Amortization83 2,039 
Finance Right-of-Use Assets, Net — Included in Other Assets$94 $1,445 
Short-term Finance Lease Liabilities — Included in Accrued Expenses and Other Current Liabilities
$94 $2,081 
Long-term Finance Lease Liabilities — Included in Other Liabilities
734 
Finance Lease Liabilities$96 $2,815 
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The following is a summary of the Company's total lease costs:
Nine Months EndedThree Months Ended
(In thousands)October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Finance Lease Cost:
Amortization of Right-of-Use Assets$550 $765 $23 $255 
Interest on Lease Liabilities78 170 10 50 
Total Finance Lease Cost628 935 33 305 
Operating Lease Cost4,297 3,957 1,614 1,314 
Right-of-Use Asset Impairment— 691 — — 
Variable Lease Cost1,135 1,010 390 377 
Short-term Lease Cost (excluding month-to-month)104 155 28 41 
Less Sublease and Rental (Income) Expense(943)(1,085)(321)(348)
Total Operating Lease Cost4,593 4,728 1,711 1,384 
Total Net Lease Cost$5,221 $5,663 $1,744 $1,689 
The following is a summary of the Company's maturity of lease liabilities:
(In thousands)Operating LeasesFinance Leases
Remainder of 2021$4,120 $1,701 
20225,171 800 
20233,800 
20242,858 
20252,809 
Thereafter3,361 
Total Lease Payments22,119 2,501 
Less: Interest1,848 73 
Total Lease Liability$20,271 $2,428 

(In thousands)Operating LeasesFinance Leases
Remainder of 2021$1,876 $24 
20227,299 73 
20233,813 — 
20242,886 — 
20252,807 — 
Thereafter3,360 — 
Total Lease Payments22,041 97 
Less: Interest1,603 
Total Lease Liability$20,438 $96 
10) Income Taxes
The effective tax rates were approximately (0.9)(4.9)% and 3.3%52.8% for the three months ended April 3,and (1.4)% and 8.7% for the nine months ended October 2, 2021 and March 28,September 26, 2020, respectively. The tax rate in the 2021 period was impacted by State and Foreign income taxes as well as changes in the valuation allowance previously recorded against federalU.S. Federal deferred tax assets. As discussed below, the tax rate in the 2020 period was impacted primarily by the initial recording of a valuation allowance against federalU.S. Federal deferred tax assets.assets and permanently nondeductible goodwill impairments.
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,October 2, 2021 the Company is continuing to forecast that it will generate a taxable loss in 2021. The Company records a valuation allowance against the deferred tax assets if and to the extent it is more likely than not that the Company will not recover the 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, scheduled reversals of deferred tax liabilities, the overall business environment, and tax planning strategies. Losses in recent periods and cumulative 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 not basis. For purposes of assessing the recoverability of deferred tax assets, in the first quarter of 2020 the Company determined that it could not include future projected earnings in the 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 valuation allowance against its U.S. federal deferred tax assets in the first quarter of 2020 and continues to maintain the valuation allowance against its U.S. federalFederal deferred tax assets as of April 3,October 2, 2021.
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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 or nine months ended April 3,October 2, 2021.
11) Earnings Per Share
Basic and diluted weighted-average shares outstanding are as follows:
Three Months EndedNine Months EndedThree Months Ended
(In thousands)(In thousands)April 3, 2021March 28, 2020(In thousands)October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Weighted Average Shares - BasicWeighted Average Shares - Basic30,903 30,814 Weighted Average Shares - Basic30,927 30,780 30,954 30,770 
Net Effect of Dilutive Stock OptionsNet Effect of Dilutive Stock OptionsNet Effect of Dilutive Stock Options— — — — 
Weighted Average Shares - DilutedWeighted Average Shares - Diluted30,903 30,814 Weighted Average Shares - Diluted30,927 30,780 30,954 30,770 
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 652,000647,000 shares as of April 3,October 2, 2021 and 785,000831,000 shares as of March 28,September 26, 2020. Further, due to our net loss in the three and nine month periods ended April 3,
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October 2, 2021 and March 28,September 26, 2020, the assumed exercise of stock compensation had an antidilutive effect and therefore was excluded from the computation of diluted loss per share.
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 $7.7 million before the 10b5-1 plan associated with the share repurchase program was terminated on February 3, 2020. Under its current credit agreement, and as described further in Note 7, the Company is currently restricted from further stock repurchases.
Comprehensive Loss and Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss are as follows:
(In thousands)(In thousands)April 3, 2021December 31, 2020(In thousands)October 2, 2021December 31, 2020
Foreign Currency Translation AdjustmentsForeign Currency Translation Adjustments$(5,105)$(4,468)Foreign Currency Translation Adjustments$(5,633)$(4,468)
Retirement Liability Adjustment – Before TaxRetirement Liability Adjustment – Before Tax(13,830)(14,264)Retirement Liability Adjustment – Before Tax(12,962)(14,264)
Tax Benefit of Retirement Liability AdjustmentTax Benefit of Retirement Liability Adjustment2,282 2,282 Tax Benefit of Retirement Liability Adjustment2,282 2,282 
Retirement Liability Adjustment – After TaxRetirement Liability Adjustment – After Tax(11,548)(11,982)Retirement Liability Adjustment – After Tax(10,680)(11,982)
Accumulated Other Comprehensive LossAccumulated Other Comprehensive Loss$(16,653)$(16,450)Accumulated Other Comprehensive Loss$(16,313)$(16,450)
The components of other comprehensive income (loss) income are as follows:
Nine Months EndedThree Months Ended
(In thousands)October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Foreign Currency Translation Adjustments$(1,165)$(85)$(1,143)$1,409 
Retirement Liability Adjustments:
Reclassifications to General and Administrative Expense:
Amortization of Prior Service Cost302 302 101 101 
Amortization of Net Actuarial Losses1,000 515 333 171 
Tax Benefit— (172)— (57)
Retirement Liability Adjustment1,302 645 434 215 
Other Comprehensive Income (Loss)$137 $560 $(709)$1,624 
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Three Months Ended
(In thousands)April 3, 2021March 28, 2020
Foreign Currency Translation Adjustments$(637)$(2,304)
Retirement Liability Adjustments:
Reclassifications to General and Administrative Expense:
Amortization of Prior Service Cost101 101 
Amortization of Net Actuarial Losses333 171 
Tax Benefit(57)
Retirement Liability Adjustment434 215 
Other Comprehensive Loss$(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 Ended
(In thousands)April 3, 2021March 28, 2020
Service Cost$49 $55 
Interest Cost191 209 
Amortization of Prior Service Cost97 97 
Amortization of Net Actuarial Losses323 162 
Net Periodic Cost$660 $523 
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Nine Months EndedThree Months Ended
(In thousands)October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Service Cost$146 $167 $49 $56 
Interest Cost573 627 192 209 
Amortization of Prior Service Cost290 290 97 97 
Amortization of Net Actuarial Losses970 486 324 162 
Net Periodic Cost$1,979 $1,570 $662 $524 
Participants in the SERP are entitled to paid medical, dental and long-term care insurance benefits upon retirement under the plan. The net periodic cost was insignificant for the three and nine months ended April 3,October 2, 2021 and March 28,September 26, 2020.
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 loss of major customers or a significant reduction in business with a major customer would significantly, negatively impact our sales and earnings. In the three and nine months ended April 3,October 2, 2021, the Company had 0no customer in excess of 10% of consolidated sales. Sales to 1 customer2 customers in the Aerospace segment represented 17%6% and 10% of consolidated sales for the three months ended March 28, 2020.and 12% and 9% for the nine months ended September 26, 2020, respectively.
15) Legal Proceedings
Lufthansa
One of the Company’s subsidiaries is involved in numerous patent infringement actions brought by Lufthansa Technik AG (“Lufthansa”) in 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2020. There were no significant developments in any of these matters during the quarterthree and nine months ended April 3,October 2, 2021. The reserve for the German indirect claim was approximately $16.8$17.1 million at April 3,October 2, 2021, which included an additional $0.1 million and $0.4 million in interest accrued during the quarterthree and nine months then ended. We currently believe it is unlikely that the appeals process will be completed and the damages and related interest will be paid within the next twelve months. Therefore, the liability related to this matter is classified within Other Liabilities (non-current) in the Consolidated Condensed Balance Sheets at April 3,October 2, 2021 and December 31, 2020.
Other
On March 23, 2020, Teradyne, Inc. filed a complaint against the Company and its subsidiary, Astronics Test Systems (“ATS”) (together, “the Defendants”) in the United States 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 USU.S. Patent Trial and Appeal Board (“PTAB”), seeking to invalidate the subject patent. The parties are waiting to learn whether the PTAB will institute the proceeding. The District Court scheduled a claims construction hearing on the patent for June 2021. Fact discovery has begun on both the patent and copyright claims. We willclaims and is not have ascheduled to be completed until February 2022. A summary judgment hearing is scheduled for May 19, 2022 and the jury trial date until 2022 at the earliest.is scheduled to begin on July 12, 2022. No amounts have been accrued for this matter in the April 3,October 2, 2021 financial statements, as loss exposure is neither probable nor estimable at this time.
Other than these proceedings, we are not party to any significant pending legal proceedings that management believes will result in a material adverse effect on our financial condition or results of operations.
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16) Segment Information
Below are the sales and operating profit (loss) by segment for the three and threenine months ended April 3,October 2, 2021 and March 28,September 26, 2020 and a reconciliation of segment operating profit (loss) 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 EndedNine Months EndedThree Months Ended
(In thousands)(In thousands)April 3, 2021March 28, 2020(In thousands)October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Sales:Sales:Sales:
AerospaceAerospace$81,430 $141,137 Aerospace$266,425 $326,282 $95,775 $82,548 
Less Inter-segment SalesLess Inter-segment Sales(14)(67)Less Inter-segment Sales(23)(91)(9)— 
Total Aerospace SalesTotal Aerospace Sales81,416 141,070 Total Aerospace Sales266,402 326,191 95,766 82,548 
Test SystemsTest Systems24,745 16,553 Test Systems62,811 62,391 16,128 24,406 
Less Inter-segment SalesLess Inter-segment Sales(304)(39)Less Inter-segment Sales(357)(798)(53)(448)
Total Test Systems SalesTotal Test Systems Sales24,441 16,514 Total Test Systems Sales62,454 61,593 16,075 23,958 
Total Consolidated SalesTotal Consolidated Sales$105,857 $157,584 Total Consolidated Sales$328,856 $387,784 $111,841 $106,506 
Segment Measure of Operating (Loss) Profit and MarginsSegment Measure of Operating (Loss) Profit and MarginsSegment Measure of Operating (Loss) Profit and Margins
AerospaceAerospace$(5,563)$(63,145)Aerospace$(6,352)$(86,567)$1,917 $(6,332)
(6.8)%(44.8)%(2.4)%(26.5)%2.0 %(7.7)%
Test SystemsTest Systems1,189 722 Test Systems(1,958)4,270 (2,201)936 
4.9 %4.4 %(3.1)%6.9 %(13.7)%3.9 %
Total Segment Measure of Operating (Loss) Profit(4,374)(62,423)
Total Segment Measure of Operating LossTotal Segment Measure of Operating Loss(8,310)(82,297)(284)(5,396)
(4.1)%(39.6)%(2.5)%(21.2)%(0.3)%(5.1)%
Additions/Deductions from Segment Measure of Operating (Loss) Profit
Deductions from Segment Measure of Operating LossDeductions from Segment Measure of Operating Loss
Interest Expense, Net of Interest IncomeInterest Expense, Net of Interest Income1,758 1,333 Interest Expense, Net of Interest Income5,252 5,091 1,795 1,775 
Corporate Expenses and OtherCorporate Expenses and Other5,672 5,521 Corporate Expenses and Other13,247 17,481 4,760 3,970 
Loss Before Income TaxesLoss Before Income Taxes$(11,804)$(69,277)Loss Before Income Taxes$(26,809)$(104,869)$(6,839)$(11,141)
Total Assets:
(In thousands)April 3, 2021December 31, 2020
Aerospace$481,134 $484,885 
Test Systems102,138 105,079 
Corporate22,685 29,781 
Total Assets$605,957 $619,745 

(In thousands)October 2, 2021December 31, 2020
Aerospace$474,042 $484,885 
Test Systems99,323 105,079 
Corporate36,941 29,781 
Total Assets$610,306 $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.
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.
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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 iswas estimated at $2.2 million as of April 3, 2021.December 31, 2020. The fair value assigned to the earnout iswas 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. Based on actual and forecasted new orders, the fair value was zero as of October 2, 2021, with the contingent consideration liability fair value adjustment of $2.2 million recorded within the Selling, General and Administrative line in the Consolidated Condensed Statements of Operations in the nine months ended October 2, 2021.
There were no other financial assets or liabilities carried at fair value measured on a recurring basis at December 31, 2020 or April 3,October 2, 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, we performed interim quantitative assessments for the reporting units which had goodwill as of March 28, 2020. Based on our quantitative assessments, the Company recorded non-cash goodwill impairment charges associated with 4 Aerospace reporting units, totaling approximately $73.7$86.3 million within the Impairment Loss line in the Consolidated Condensed StatementStatements of Operations in the threenine months ended March 28,September 26, 2020. The impairment loss was calculated as the difference between the fair value of the reporting unit (which was calculated using level 3 inputs) and the carrying value of the reporting unit. As of April 3,October 2, 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 or nine 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 StatementStatements of Operations in the threenine months ended March 28,September 26, 2020. As of April 3,October 2, 2021, the Company concluded that no indicators of additional impairment relating to long-lived assets 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) Restructuring Charges
The COVID-19 pandemic has significantly impacted the global economy, and particularly the aerospace industry, resulting in reduced expectations of the Company’s anticipated future operating results. As a result, the Company executed restructuring activities in the form of workforce reduction, primarily in the second quarter of 2020, to align capacity with expected demand. There were no additionalAdditional restructuring charges associated with this initiative recorded inactivities occurred during 2021 to align the three months ended April 3, 2021.workforce to expected activities and to consolidate certain facilities.
In the fourth quarter of 2019, in an effort to reduce the significant operating losses at our AeroSat business, the Company initiated a restructuring plan to reduce costs and minimize losses of our AeroSat antenna business. 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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There were $0.5 million and $0.7 million in restructuring-related severance charges and other charges recorded in the three and nine months ended October 2, 2021. The Company incurred $0.2 million and $5.6 million in restructuring charges during the three and nine months ended September 26, 2020.
The following tables reconcile the beginning and ending liability for restructuring charges:
2021
Balance as of January 1$5,631 
Restructuring Charges0713 
Cash Paid(981)(2,801)
Balance as of April 3October 2$4,6503,543 
The liability is within Accrued Expenses and Other Current Liabilities and is comprised of employee termination benefits expected to be paid within the next 12 months as well as the current portions of payments to be made under AeroSat’s non-cancelable inventory purchase commitments. The non-cancelable purchase commitments are for inventory in the future which iswas not expected to be purchased prior to the expiration date of such agreements as a result of the restructuring plan.
19) Subsequent Events
As of October 2, 2021, the Company has agreed to sell one of its facilities within the Aerospace segment as a result of consolidating certain facilities. Accordingly, the property, plant and equipment assets associated with these facilities of $3.8 million have been classified as held for sale in the Consolidated Condensed Balance Sheets at October 2, 2021. On October 6, 2021, the transaction closed and control of the assets transferred to the buyer. The net cash proceeds from the sale totaled approximately $8.8 million. The net gain on sale of approximately $5.0 million will be recognized in the fourth quarter of 2021.
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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, 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.Defense (“USDOD”). Our Test Systems segment designs, develops, manufactures and maintains automated test systems that support the aerospace and defense, communications and mass transit industries 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 testTest Systems 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. Test Systems segment customers include the Department of Defense,USDOD, prime contractors to the Department of Defense,USDOD, mass transit operators and prime contractors to mass transit operators.
In September 2021 the Company also entered into an agreement with the U.S. Department of Transportation (“USDOT”) under the Aviation Manufacturing Jobs Protection Program (“AMJP”) for a grant of up to $14.7 million. The Company received the first installment of $7.3 million under the grant in September 2021. The remaining balance due to be received of $7.4 million has been classified within Prepaid Expenses and Other Current Assets on the Consolidated Condensed Balance Sheets as of October 2, 2021. The Company expects to receive a second installment in the range of $5 million to $6 million during the fourth quarter of 2021 and a final installment in the second or third quarter of 2022 upon final confirmation from the USDOT of the Company meeting its grant commitments. The receipt of the full award is primarily conditioned upon the Company committing to not furlough or lay off a defined group of employees during the six-month period of performance between September 2021 and March 2022. The grant benefit will be recognized over the six-month performance period as a reduction to Cost of Products Sold in proportion to the compensation expense that the award is intended to defray. During the quarter ended October 2, 2021, the Company recognized $1.1 million of the award. The unearned portion of the AMJP award of $13.6 million has been reported within Accrued Expenses and Other Current Liabilities in the Consolidated Balance Sheet at October 2, 2021.
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 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
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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 $7.1 million is payable to the Company for the 2020 earnout. The Company and the buyer are currently reviewing the calculations and underlying data and are engaged in negotiations. The Company expects to record the additional gain for whatever amount is realized on the sale when that review is complete and agreement is reached.
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The timing and amount of any amount realized is uncertain and subject to risks and uncertainties as we continue the review and negotiation process.
CONSOLIDATED RESULTS OF OPERATIONS AND OUTLOOK
Three Months EndedNine Months EndedThree Months Ended
($ in thousands)($ in thousands)April 3, 2021March 28, 2020($ in thousands)October 2, 2021September 26, 2020October 2, 2021September 26, 2020
SalesSales$105,857 $157,584 Sales$328,856 $387,784 $111,841 $106,506 
Gross Profit (sales less cost of products sold)Gross Profit (sales less cost of products sold)$14,273 $35,719 Gross Profit (sales less cost of products sold)$46,899 $77,725 $17,231 $15,173 
Gross MarginGross Margin13.5 %22.7 %Gross Margin14.3 %20.0 %15.4 %14.2 %
Selling, General and Administrative ExpensesSelling, General and Administrative Expenses$23,785 $28,867 Selling, General and Administrative Expenses$66,829 $85,941 $21,729 $24,170 
SG&A Expenses as a Percentage of SalesSG&A Expenses as a Percentage of Sales22.5 %18.3 %SG&A Expenses as a Percentage of Sales20.3 %22.2 %19.4 %22.7 %
Impairment LossImpairment Loss$— $74,408 Impairment Loss$— $87,016 $— $— 
Interest Expense, Net of Interest IncomeInterest Expense, Net of Interest Income$1,758 $1,333 Interest Expense, Net of Interest Income$5,252 $5,091 $1,795 $1,775 
Effective Tax RateEffective Tax Rate(0.9)%3.3 %Effective Tax Rate(1.4)%8.7 %(4.9)%52.8 %
Net (Loss) Income$(11,909)$(66,963)
Net LossNet Loss$(27,182)$(95,796)$(7,174)$(5,254)
A discussion by segment can be found at “Segment Results of Operations and Outlook” in this MD&A.
CONSOLIDATED FIRSTTHIRD QUARTER RESULTS
Consolidated sales were down $51.7up $5.3 million compared withfrom the firstthird quarter of 2020. Aerospace sales were up $13.2 million, or 16.0%, and Test System sales decreased $7.9 million. Total sales and volume continued to reflect the ongoing impacts of the COVID-19 pandemic on the global aerospace industry. Supply chain pressures impacted delivery schedules and costs, limiting the Company’s ability to respond to accelerated or quick-turn delivery requests from customers and delayed shipments that otherwise would have been made during the quarter. The Company estimates that revenue would have been $8 million to $10 million higher in the third quarter if its supply chain was functioning normally.
Consolidated cost of products sold in the third quarter of 2021 was $94.6 million, compared with $91.3 million in the prior-year period. The increase was primarily due to higher sales volume driven by improvement in the global aerospace industry, offset by $1.1 million recognized as an offset to cost of products sold from the AMJP program. The grant is benefiting cost of products sold over the six-month period of performance.
Selling, general and administrative (“SG&A”) expenses were $21.7 million in the third quarter of 2021 compared with $24.2 million in the prior-year period due primarily to lower legal expenses in the current year’s third quarter related to a patent claim.
The effective tax rate for the quarter was (4.9)%, compared with 52.8% in the third quarter of 2020. The 2021 tax rate was impacted by State and Foreign income taxes. The 2020 tax rate was impacted by a discrete adjustment related to accrued state income tax refunds of approximately $3.1 million. In addition, the 2020 tax rate was impacted by changes in the forecasted tax rate related to permanently non-deductible goodwill impairments and an expected U.S. Federal net operating loss carryback.
Consolidated net loss was $7.2 million, or $0.23 per diluted share, compared with net loss of $5.3 million, or $0.17 per diluted share, in the prior year. The prior-year net loss benefited from a $3.1 million tax adjustment related to a revised state income tax filing position.
Bookings were $153.5 million, for a book-to-bill ratio of 1.37:1. Backlog at the end of the quarter was $354.4 million. Approximately $113.3 million, or 32%, of backlog is expected to ship in the remainder of 2021.
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CONSOLIDATED YEAR-TO-DATE RESULTS
Consolidated sales were down $59.7$58.9 million. Aerospace sales were down $59.8 million from the 2020 first quarter, which had been largely unaffectedprior-year period and continued to be negatively affected by the COVID pandemic.continued impacts of the COVID-19 pandemic, while the prior-year period was inclusive of pre-pandemic levels during the first quarter. Test System sales increased $7.9$0.9 million.
Consolidated cost of products sold in the first quarter of 2021 was $91.6$282.0 million, compared with $121.9$310.1 million in the prior-year period. The decrease was primarily due to lowlower volume related to the continued impacts of the COVID-19 pandemic on the global aerospace industry, coupledindustry. The current year period benefited from $1.1 million recognized as an offset to cost of products sold related to the AMJP award.
SG&A expenses were $66.8 million in 2021 compared with $85.9 million the associated workforce and other cost reduction measures discussed further below. Gross margin declined from 22.7% to 13.5%prior-year period. The decrease was primarily due to leverage lost on lower volumes.
Selling, general and administrative (“SG&A”) expenses were $23.8 millionthe cost control measures implemented at the onset of the pandemic late in the first quarter of 2021 compared2020 which resulted in lower labor costs and discretionary spending. Lower legal expenses associated with $28.9a patent claim contributed to the decrease. The current year period benefited from a $2.2 million non-cash reduction of the fair value of a contingent consideration liability. The Company incurred $5.6 million in restructuring-related severance charges in the prior-year period. Contributing toperiod, primarily in 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.Aerospace segment.
Further, non-cashNon-cash goodwill and otherlong-lived asset impairment charges of $74.4$87.0 million in the Aerospace segment were recognized in the first quarter of 2020 due to revisedreduced expectations regardingof future operating results ascaused by the COVID-19 pandemic took hold.pandemic.
Interest expense has increased due toOther Expense, Net of Other Income in the higher interest rate upon the amendmentprior year included a $3.5 million impairment of the credit facility in May 2020.an equity investment.
The effective tax rate for the quarterfirst nine months 2021 was (0.9)(1.4)%, compared with 3.3%8.7% in the first quarter of 2020.prior-year period. The 2021 tax rate in the 2021 period was impacted by State and Foreign income taxes as well as changes in the valuation allowance previously recorded against federalU.S. Federal and most State deferred tax assets as well as State and Foreign income taxes.assets. The 2020 tax rate was impacted primarily by the initial recordingpermanently non-deductible goodwill impairments of $60.8 million, a U.S. Federal valuation allowance against federal deferredrecorded of approximately $7.5 million, and a discrete adjustment related to accrued state income tax assets.refunds of approximately $3.1 million.
Consolidated net loss was $11.9$27.2 million, or $0.39$0.88 per diluted share, compared with net loss of $67.0$95.8 million, or $2.17$3.11 per diluted share, in the prior year. The after taxafter-tax impact of the prior year impairment was $68.8 million, or $2.23$2.64 per diluted share.
Bookings were $120.0 million, for a book-to-bill ratio of 1.13:1. Backlog at the endCOVID-19 Impacts on Our Business
The spread of the quarter was $297.5 million. Approximately $217.2 million, or 73%, of backlog is expected to ship inCOVID-19 outbreak has disrupted businesses on a global scale. On March 11, 2020, the remainder of 2021.
Impact of COVID-19 and Operational Adjustments
As previously discussed, we face risks related to outbreaks of infectious diseases, includingWorld Health Organization classified the ongoing COVID-19outbreak as a pandemic. The challenges posed by the COVID-19 pandemic on the global economy, and more profoundly on the aerospace industry, increased significantly as 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 in the Aerospace industry in particular. In response to COVID-19, nationalAs we entered this crisis, the Company established two clear priorities: first 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”) concerningforemost the health and safety of our personnel, these measures have resulted in attenuating activityemployees and in some cases, required temporary closures of certaintheir families, and second, continuing to meet the needs of our facilities, among other impacts. The durationcustomers and secure the financial well-being of these measures is unknown, may be extendedthe Company. Substantially all of our operations and additional measures may be imposed.
production activities have, to-date, remained operational. In response to the global COVID-19 pandemic,crisis, we implemented actionschanges in our work practices to maintain a safe working environment for production employees at our facilities, while enabling other employees to productively work from home. As we commence bringing employees back to the healthworkplace and return to in-person meetings with customers and suppliers, we are adopting a flexible work approach. This will allow for a smooth transition from COVID-19 conditions to a future that better meets the needs of the business and the interests of our employees as well asemployees. In terms of maintaining our financial health and liquidity. These actions, which beganliquidity, in early 2020, included:
Implementing social distancing measures, the use of masks, restricting visitors and unnecessary travel, and working from home whenever possible;
Workforcewe implemented workforce reduction activities to align capacity with expected demand, reducing headcount by approximately 20% to approximately 2,100 employees currently;
Eliminated consultants and temporary labor where possible;
Implementeddemand. We also implemented significant cost conservation measures;
Suspending cash bonus plansmeasures, and certain benefit programs;
Amended our revolving credit facility on May 4, 2020, as further described in the “Liquidity and Capital Resources” section below;
Suspending share repurchases;
Reducing capitalwe continue to closely monitor spending where possible; and
Restrictions on marketing, trade shows, travel and discretionary spending.
Analysis of Impact on Demand and Market Trends
The Company evaluates three revenue streamspriorities. As economic activity recovers, we continue to monitor demandthe situation, to assess further possible implications on our operations, supply chain, liquidity, cash flow and analyze the impactcustomer orders, and to take actions in an effort to mitigate adverse consequences. We believe that our existing financial arrangements are sufficient to meet our operating needs, and have adequate borrowings availability under our Credit Agreement that could provide additional relief if necessary.
See Part II, Item 1A, Risk Factors, for an additional discussion of the pandemic to its business. These are (1) the commercial aircraft market, which includes OEM line fit and airline aftermarket business, (2) defense and other government markets, and (3) general aviation.
Commercial aerospace has been heavily impacted by the pandemic and 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 ordersrisk related to destocking insupply chain disruptions and 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.
Defense andrecent government markets have remained relatively strong through the pandemic. Sales to these markets were $45.4 million, or 43% of first quarter consolidated revenue in 2021, 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 its unique LightStrike robots, which use patented pulsed xenon ultraviolet (“UV”) light disinfection technology to neutralize SARS-CoV-2, the virus that causes COVID-19.vaccine mandates.
Outlook
We are pleasedexpecting to close 2021 with a higher shipment level in the final quarter. Supply chain challenges introduce a level of uncertainty, but we expect fourth quarter revenues of $115 million to $118 million. We expect shipping volume to continue to strengthen as we move into 2022, but we are not yet comfortable providing guidance for the year.
Based on current estimates, we expect the AMJP to contribute approximately $7.3 million to gross profit as an offset to cost of goods sold in the fourth quarter, with the continued strong demand for our Test business, which had core sales up 64% over last year. We also are encouraged by the consistent sequential rampingremaining benefit to gross profit of Aerospace bookings since the second quarter of last year. We are optimistic that demand will strengthen as 2021 progresses, but it is too earlyapproximately $6.2 million to forecast results confidently. However, we expect our revenuebe recorded in the second quarter to be about $115 million. Our goals remain to generate cash and 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 regard worldwide through the remainder of this year.
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Our expectationfirst quarter of 2022. However, actual benefit between the two quarters may differ from these estimates based on actual payroll attribution for capital expenditures for 2021 remains unchanged at $10 million to $11 million.the eligible employee group.
Consolidated backlog at April 3,October 2, 2021 was $297.5$354.4 million. Approximately 73%32% of the backlog is expected to be recognized as revenue in 2021.
ThePlanned capital expenditures for 2021 have been reduced to approximately $8 million to $9 million from previous expectations of $10 million to $11 million.
While core aerospace markets have strengthened as vaccination rates rise and passenger traffic accelerated, 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, virus variants, vaccination rates and efficacy and the related length of impact on the global economy and specifically on the markets we are active in, which isare uncertain and cannot be predicted at this time.
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 (loss) is reconciled to earningsloss before income taxes in Note 16 of the Notes to Consolidated Condensed Financial Statements included in this report.
AEROSPACE SEGMENT
Nine Months EndedThree Months Ended
(In thousands)October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Sales$266,425 $326,282 $95,775 $82,548 
Less Inter-segment Sales(23)(91)(9)— 
Total Aerospace Sales$266,402 $326,191 $95,766 $82,548 
Operating Loss$(6,352)$(86,567)$1,917 $(6,332)
Operating Margin(2.4)%(26.5)%2.0 %(7.7)%
Aerospace Sales by Market
(In thousands)
Commercial Transport$143,550 $214,390 $57,549 $44,067 
Military54,847 50,329 17,064 18,164 
Business Jet41,131 45,259 12,109 14,711 
Other26,874 16,213 9,044 5,606 
$266,402 $326,191 $95,766 $82,548 
Aerospace Sales by Product Line
(In thousands)
Electrical Power & Motion$102,742 $148,500 $38,650 $32,481 
Lighting & Safety76,929 90,973 25,461 25,320 
Avionics47,355 57,381 14,491 16,104 
Systems Certification7,937 5,596 6,099 605 
Structures4,565 7,528 2,021 2,432 
Other26,874 16,213 9,044 5,606 
$266,402 $326,191 $95,766 $82,548 
Three Months Ended
(In thousands)April 3, 2021March 28, 2020
Sales$81,430 $141,137 
Less Inter-segment Sales(14)(67)
Total Aerospace Sales$81,416 $141,070 
Operating Loss$(5,563)$(63,145)
Operating Margin(6.8)%(44.8)%
Aerospace Sales by Market
(In thousands)
Commercial Transport$38,208 $102,775 
Military20,982 18,113 
Business Jet14,028 15,006 
Other8,198 5,176 
$81,416 $141,070 
Aerospace Sales by Product Line
(In thousands)
Electrical Power & Motion$29,344 $69,456 
Lighting & Safety27,100 37,922 
Avionics14,843 22,143 
Systems Certification878 3,331 
Structures1,053 3,042 
Other8,198 5,176 
$81,416 $141,070 

(In thousands)(In thousands)April 3, 2021December 31, 2020(In thousands)October 2, 2021December 31, 2020
Total AssetsTotal Assets$481,134 $484,885 Total Assets$474,042 $484,885 
BacklogBacklog$210,153 $191,081 Backlog$285,806 $191,081 
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AEROSPACE FIRSTTHIRD QUARTER RESULTS
Aerospace segment sales decreased $59.7increased $13.2 million, or 42.3%16.0%, to $81.4$95.8 million. Commercial aerospace sales were up 30.6%, or $13.5 million, and drove the improvement even as sales remain below pre-pandemic levels. Sales to this market were $57.5 million, or 51.5% of consolidated revenue in the quarter, compared with $44.1 million, or 41.4% of consolidated revenue in the third quarter of 2020. Improving domestic travel, increased production rates including the 737 MAX and higher fleet utilization are driving increased demand for Astronics products.
General Aviation sales were down $2.6 million, or 17.7%, to $12.1 million as higher demand in the business jet market somewhat offset lower VVIP activity. The Company expects the strong demand being realized in the business jet industry to translate into higher demand for its products as production levels begin to increase in 2022.
Military Aircraft sales decreased $1.1 million, or 6.1%, to $17.1 million. The prior-year period benefited from incremental non-recurring engineering revenue associated with development of new programs.
Other revenue increased $3.4 million to $9.0 million driven by increased contract manufacturing programs.
Aerospace segment operating profit was $1.9 million compared with operating loss of $6.3 million for the same period last year driven by increased sales, reflecting improvements in commercial aerospace, and the $1.1 million AMJP benefit which helped offset the impacts of supply chain constraints.
Sequentially, compared with the second quarter of 2021, Aerospace revenue grew 7% and operating profit improved $4.6 million to $1.9 million.
AEROSPACE YEAR-TO-DATE RESULTS
Aerospace segment sales decreased $59.8 million, or 18.3%, to $266.4 million. Sales continued 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 globalcontinued impacts of the COVID-19 pandemic.
Electrical Power and Motion sales were down $40.1 million compared withpandemic, while the prior-year period. Lighting & Safety sales decreased $10.8 million. Additionally, Avionics sales were down $7.3 million compared withperiod was inclusive of pre-pandemic levels during the prior-year period.first quarter of the year.
Aerospace segment operating loss was $5.6$6.4 million compared with operating loss of $63.1$86.6 million for the same period last year. Leverage lost on reduced commercial aircraft sales significantly impacted operating results. Aerospace operating profitloss in the prior-year period was impacted by goodwill and other asset impairment charges of $74.4$87.0 million, as previously discussed.of which $86.3 million was related to goodwill, and restructuring-related severance charges of $5.3 million.
AEROSPACE OUTLOOK
Aerospace bookings in the firstthird quarter of 2021 were $100.5$142.5 million, for a book-to-bill ratio of 1.23:1.49:1. The Aerospace segment’s backlog at the end of the firstthird quarter of 2021 was $210.2$285.8 million with approximately $178.0$101.1 million expected to be recognized as revenue over the remaining part of 2021 and $185.3$231.3 million scheduled over the next 12 months.
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TEST SYSTEMS SEGMENT
Nine Months EndedThree Months Ended
(In thousands)October 2, 2021September 26, 2020October 2, 2021September 26, 2020
Sales$62,811 $62,391 $16,128 $24,406 
Less Inter-segment Sales(357)(798)(53)(448)
Total Test Systems Sales$62,454 $61,593 $16,075 $23,958 
Operating (loss) profit$(1,958)$4,270 $(2,201)$936 
Operating Margin(3.1)%6.9 %(13.7)%3.9 %
Test Systems Sales by Market
(In thousands)
Semiconductor$— $3,407 $— $585 
Aerospace & Defense62,454 58,186 16,075 23,373 
$62,454 $61,593 $16,075 $23,958 
Three Months Ended
(In thousands)April 3, 2021March 28, 2020
Sales$24,745 $16,553 
Less Inter-segment Sales(304)(39)
Total Test Systems Sales$24,441 $16,514 
Operating profit$1,189 $722 
Operating Margin4.9 %4.4 %
Test Systems Sales by Market
(In thousands)
Semiconductor$— $1,634 
Aerospace & Defense24,441 14,880 
$24,441 $16,514 

(In thousands)(In thousands)April 3, 2021December 31, 2020(In thousands)October 2, 2021December 31, 2020
Total AssetsTotal Assets$102,138 $105,079 Total Assets$99,323 $105,079 
BacklogBacklog$87,393 $92,337 Backlog$68,598 $92,337 
TEST SYSTEMS FIRSTTHIRD QUARTER RESULTS
Test Systems segment sales were $24.4$16.1 million, updown $7.9 million compared towith the prior-year period. Volumes have increased, asperiod driven by lower defense and government markets have been largely unaffectedtransit revenue caused by the pandemic.COVID-related delays.
Test Systems operating profitloss was $1.2$2.2 million, or 4.9%13.7% of sales, compared with $0.7operating profit of $0.9 million, or 4.4%3.9% of sales, in the firstthird quarter of 2020. Operating profitloss in the firstthird quarter of 2021 was negatively affected by $0.9lower volume and $1.0 million in legal fees related to infringement claims.claims and contractual disputes. Operating results in 2020 benefited from $1.6$0.6 million in semiconductor warranty revenue.
TEST SYSTEMS YEAR-TO-DATE RESULTS
Test Systems segment sales were $62.5 million, up $0.9 million compared with the prior-year period. Aerospace & Defense sales increased $4.3 million.Sales from the divested semiconductor business contributed $3.4 million in the prior-year period.
Test Systems operating loss was $2.0 million, or 3.1% of sales, compared with operating profit of $4.3 million, or 6.9% of sales, in the third quarter of 2020. Operating profit in 2021 was negatively affected by low volume and $2.9 million in legal fees related to infringement claims and contractual disputes. Operating results in 2020 benefited from $3.4 million in semiconductor warranty revenue.
TEST SYSTEMS OUTLOOK
Bookings for the Test Systems segment in the quarter were $19.5$11.1 million, for a book-to-bill ratio of 0.80:0.69:1 for the quarter. The Test Systems segment’s backlog at the end of the firstthird quarter of 2021 was $87.4$68.6 million, with approximately $39.2$12.2 million expected to be recognized as revenue over the remaining part 2021 and approximately $46.8$33.8 million scheduled over the next 12 months.
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LIQUIDITY AND CAPITAL RESOURCES
Operating Activities:
Cash used for operating activities totaled $6.9$18.5 million for the first threenine months of 2021, as compared with $23.3$31.5 million cash provided by operating activities during the same period in 2020. Cash flow from operating activities decreased compared with the same period of 2020 primarily due to lower net income adjusted for non-cash expenses and income in 2021 compared with 2020 due to the impacts of the COVID-19 pandemic on our business, coupled with changes in net operating assets.assets, primarily increases in accounts receivable and inventory.
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Investing Activities:
Cash used for investing activities was $1.9$4.6 million for the first threenine months of 2021 compared with $2.8$4.0 million in cash used for investing activities in the same period of 2020 due to a decrease2020. A higher level of capital expenditures in capital expenditures.the prior-year period was partially offset by proceeds from the sale of assets in that period. The Company expects capital spending in 2021 to be in the range of $10$8 million and $11$9 million.
Financing Activities:
Cash used forprovided by financing activities totaled $0.6$12.3 million for the first threenine months of 2021, as compared with $136.8$29.5 million cash provided byused for financing activities during the same period in 2020. Cash flow fromprovided by financing activities decreasedincreased compared with the same period of 2020 due to net proceeds on our senior credit facility of $145.0$10.0 million in the first threenine months of 2021 compared with net repayments of $20.0 million in the first nine months of 2020. Cash used in 2020 partially offset byalso included $7.7 million of share repurchases in the prior year before the 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. The maximum 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 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.
In May 2020, the Company executed an amendment to the Agreement (the “Amended Facility”), which reduced the revolving credit line from $500 million to $375 million. The Amended Facility suspendssuspended the application of the leverage ratio up through and including the second quarter of 2021 (the “suspension period”). The maximum net leverage ratio will beis set at 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 returnreturns to 3.75 to 1 for each quarter thereafter.
At April 3,October 2, 2021, there was $173.0$183.0 million outstanding on the revolving credit facility and there remained $200.9$190.9 million available subject to the minimum 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,October 2, 2021, outstanding letters of credit totaled $1.1 million.
Through the third quarter of 2021, the Amended Facility requiresrequired the Company to maintain minimum liquidity, defined as unrestricted cash plus the unused revolving credit commitments, of $180 million at all times. Through the second quarter of 2021, the Company iswas required to maintain a minimum interest coverage ratio of 1.75x on a quarterly basis, except for the first quarter of 2021, which was set at 1.50x. As noted above, the maximum net leverage ratio was set at 6.00 to 1 for the quarter ended October 2, 2021. The Company was in compliance with its financial covenants at April 3,October 2, 2021. During the suspension period, the Company will paypaid interest on the unpaid principal amount of the Amended 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 paypaid a commitment fee to the lenders in an amount equal to 0.35% on the undrawn portion of the Amended Facility. After the suspension period, the Company will paypays interest on the unpaid principal amount of the Amended 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 paypays a commitment fee to the lenders in an amount equal to 0.10% to 0.35% on the undrawn portion of the Amended Facility, based upon the Company’s leverage ratio. The Amended Facility provided for the payment of a consent fee of 15 basis points of the commitment for each consenting lender.
The Amended Facility also temporarily restricts certain activities, including acquisitions and share repurchases, and requires mandatory prepayments duringthrough the suspension period when the Company’s cash balance exceeds $100 million. The Company has not made any prepayments during the three months ended April 3, 2021.
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2022.
The Company’s obligations under the Amended 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 Amended 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.
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Other
Subsequent to October 2, 2021, the Company sold one of its Aerospace facilities for $9.1 million. Net cash proceeds were approximately $8.8 million. A gain on sale of approximately $5.0 million will be recorded during the fourth quarter of 2021.
In September, the U.S. Department of Transportation announced that it had approved for the Company to receive up to $14.7 million under the AMJP program. The Company received its first installment of approximately $7.3 million in September. The Company expects to receive a second installment in the range of $5 million to $6 million in the fourth quarter of 2021, and a final installment in the second or third quarter of 2022, upon final confirmation of meeting its award commitments.
The Company expects additional cash inflows over the next several quarters related to an earn-out from the 2019 sale of its semiconductor test business, an approximate $10 million tax refund and improved sales volumes.
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 operations or financial condition.
BACKLOG
The Company’s backlog at April 3,October 2, 2021 was $297.5$354.4 million compared with $283.4 million at December 31, 2020 and $369.4$282.2 million at March 28,September 26, 2020.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
Our contractual obligations and commitments have not changed materially from the disclosures in our 2020 Annual Report on 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 2021 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, 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 April 3,October 2, 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 April 3,October 2, 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, 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. AdditionalThere have been no material changes to the Risk Factors except as set forth below:
If critical components or raw materials used to manufacture our products or used in our development programs become scarce or unavailable, then we may incur delays in manufacturing and delivery of our products and in completing our development programs, which has damaged, and could continue to damage, our business, results of operations and financial condition. We purchase certain components, subassemblies and systems from a limited group of suppliers, some of which are sole source suppliers. We often do not have long-term agreements in place with these suppliers that obligate them to continue to sell components, subassemblies, systems or other products to us. Our substantial reliance on these suppliers involves significant risks and uncertainties, not currently knownincluding whether our suppliers will be able to provide an adequate supply of required components, subassemblies, or systems of sufficient quality, will increase prices, including significantly, for the components, subassemblies or systems that they sell to us and will perform their supply obligations to us on a timely basis. The occurrence of these types of supply chain pressures have negatively impacted, and may in the future continue to negatively impact, our ability to meet delivery deadlines and to respond to accelerated or quick-turn delivery requests from customers. Consequently, these supply chain pressures have had, and may continue in the future to have, a negative impact on our revenues and results of operations. These types of negative financial impacts on our business may become only more acute as supply chain pressures increase.
In addition, certain critical components or raw materials used in the manufacture of our products and used in our development programs have been, and may in the future continue to be, periodically subject to supply shortages, and, as a result, our supply chain is subject to the risk of price increases and periodic delays in delivery, which, in turn, have impacted, and in the future may continue to impact, our ability to meet the product delivery dates for our end customers. Particularly, the market for electronic components is experiencing increased demand, creating substantial uncertainty regarding our suppliers’ continued production of key components for our products. If we are unable to obtain components from third party suppliers in the quantities and of the quality that we require, on a timely basis and at acceptable prices, then we may not be able to timely complete development programs or deliver our products on a timely or cost effective basis to our customers, which could cause customers to terminate their contracts with us, increase our costs and seriously damage our business, results of operations and financial condition. Moreover, if any of our suppliers become financially unstable, or otherwise unable or unwilling to provide us with raw materials or components, then we may have to find new suppliers. It may take several months to locate alternative suppliers, if required, or to redesign our products to accommodate components from different suppliers. We may experience significant delays in manufacturing and shipping our products to customers and incur additional development, manufacturing and other costs to establish alternative sources of supply if we lose any of these sources or are required to redesign our products. We cannot predict if we will be able to obtain replacement components within the time frames that we require at an acceptable cost, if at all. In particular, governmental measures responsive to the global COVID-19 pandemic have disrupted manufacturing and many supply chains, including our supply chain, which has had, and is expected to continue to have, a significant impact, both direct and indirect, on businesses and commerce worldwide, including our business. Although we have had some, though not yet materially significant, delays from our suppliers and we keep stock of all our raw materials and other product components with long lead times to assist in the event that our supply chain is disrupted, if the COVID-19 outbreak continues or worsens and results in a prolonged period of commercial and/or governmental restrictions, this may further impact our ability to acquire certain raw materials and components used in the manufacture of our products and in our development programs.
Government vaccine mandates could result in workforce attrition for us and our suppliers which could adversely affect our operations and supply chain. On September 9, 2021, President Biden issued an executive order requiring all employers with U.S. Government contracts to ensure that their U.S.-based employees, contractors, and subcontractors, that work in affected facilities or work on or in support of U.S. Government contracts are fully vaccinated. The deadline for vaccination was initially December 8, 2021, but the White House announced on November 4, 2021 that the deadline is being extended to January 4, 2022. The executive order includes on-site and remote U.S.-based employees, contractors and subcontractors and permits only limited exceptions for medical and religious reasons. Substantially all of our subsidiaries are either directly subject
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to the executive order, or will be required to comply with the executive order via flowdown from our affected customers. In addition, on November 4, 2021, the Occupational Safety and Health Administration (OSHA) issued an emergency temporary standard (ETS) mandating that employers with 100 or more employees ensure that their employees are either fully vaccinated against, or tested weekly for, COVID-19. This requirement includes all U.S.-based employees, except those who work exclusively remotely or outdoors. It applies as of January 4, 2022 and permits only limited exceptions for medical and religious reasons. It is currently deemnot possible to predict with certainty the impact the executive order or OSHA ETS will have on our workforce, or on our suppliers who may also be impacted. As a U.S. Government contractor, and as a supplier to customers who are U.S. Government contractors, we are requiring all U.S.-based employees, contractors and subcontractors that service or support our U.S. Government contracts, and who do not qualify for medical or religious exemptions, to be immaterial alsofully vaccinated by January 4, 2022. Employees who are not subject to this requirement and do not work exclusively remotely or outdoors will be subject to the ETS that will require them to either become fully vaccinated or get a COVID-19 test at least once a week. Additional vaccine mandates may materially adversely affectbe announced in jurisdictions in which our businesses operate. Implementation of these requirements may result in attrition, including attrition of critically skilled labor, and difficulty securing future labor needs, which could have a material adverse effect on our business, financial condition, and/orand results of operations. Further, implementation of these requirements by our suppliers may result in workforce attrition at our suppliers, which may result in disruption to our supply chain which, in turn, may have a negative impact on our revenues and results of operations by impacting ability to acquire certain raw materials and components used in the manufacture of our products and in our development programs.

Our financial results could be adversely impacted by the escalation of labor and benefit costs.
Consistent with the experience of other employers, our labor, medical and workers’ compensation costs have increased substantially in recent years and are expected to continue to rise. If this trend continues, the cost of labor and to provide healthcare and other benefits to our employees could increase, adversely impacting profitability. As the labor market recovers from the effects of the COVID-19 pandemic, competition for employees has escalated which has increased costs associated with attracting and retaining employees. We cannot be certain that we will be able to maintain an adequately skilled labor force necessary to operate efficiently or that our labor costs will not increase as a result of a shortage in the availability of skilled employees. Changes to healthcare regulations involving the Patient Protection and Affordable Care Act may also increase the cost of providing such benefits to our employees. We cannot predict the ultimate content, timing, or effect of any healthcare reform legislation or the impact of potential legislation or related proposals and policies on our results. Any significant increases in the costs attributable to our self-insured health and workers’ compensation plans could adversely impact our business, results of operations, financial condition and cash flows.
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 April 3,October 2, 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,July 4, 2021 -
April 3,October 2, 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 310,000 shares were repurchased at a cost of $8.5 million before the 10b5-1 plan associated with the share repurchase program was terminated on February 3, 2020.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
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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 10,November 9, 2021By:/s/ David C. Burney
David C. Burney
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

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