ASTRONICS CORP
10QSB, 1995-11-15
PAPERBOARD CONTAINERS & BOXES
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               SECURITIES AND EXCHANGE COMMISSION

                     Washington, DC   20549

                           FORM 10-QSB
(Mark One)

[ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

For the fiscal quarter ended September 30, 1995

[   ]     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                                     16-0959303
_________________________________________________________________
(State or Other Jurisdiction of                (I.R.S. Employer
  Incorporation or Organization)               Identification
     No.)


1801 Elmwood Avenue, Buffalo, New York                      14207
_________________________________________________________________
(Address of Principal Executive Office)                (Zip Code)


                          716-447-9013
_________________________________________________________________
      (Registrant's Telephone Number, Including Area Code)


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

    $.01 par value Common Stock, $.01 par value Class B Stock
_________________________________________________________________
                        (Title of Class)

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
(or such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                         Yes  [X]      No  [ ]

As of September 30, 1995, 2,998,227 shares of $.01 par value
common stock and 830,211 shares of $.01 par value Class B common
stock were outstanding.

<PAGE>
                 PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements

                      ASTRONICS CORPORATION

                   Consolidated Balance Sheet
                       September 30, 1995
         With Comparative Figures for December 31, 1994

                             ASSETS

                                   (Dollars in Thousands)

                              September 30, 1995    December 31,
                                 (Unaudited)           1994

Current Assets:

     Cash                           $   295            $ 3,520
     Accounts receivable              2,788              2,950
     Inventories:
       Finished goods                 1,876              1,556
       Work in process                  553                815
       Raw material                   1,942              1,814
     
     Prepaid expenses                 1,612                659
                                    _______            _______
          Total current assets        9,066             11,314

Property, Plant and Equipment        26,487             25,228
     Less accumulated depreciation
       and amortization              14,438             14,051
                                    _______            _______
           Net property, plant 
             and equipment           12,049             11,177

Other Assets                          1,151              1,296
                                    _______            _______
                                    $22,266            $23,787
                                   ========           ========


See notes to financial statements.














<PAGE>
                      ASTRONICS CORPORATION

                   Consolidated Balance Sheet
                       September 30, 1995
         With Comparative Figures for December 31, 1994

              LIABILITIES AND SHAREHOLDERS' EQUITY

                                   (Dollars in Thousands)

                              September 30, 1995    December 31,
                                 (Unaudited)           1994

Current Liabilities:
     Current maturities of 
       long-term debt               $  2,239          $  2,230
     Accounts payable                  1,695             1,599
     Accrued expenses                  1,165             1,208
     Income taxes                        (14)              242
                                    ________          ________

          Total current 
            liabilities                5,085             5,279


Long-Term Debt                         3,394             4,771

Long-Term Obligation under 
  Capital Leases                       1,926             2,228

Deferred Income Taxes                    897             1,175

Shareholders' Equity:
     Common stock, $.01 par value
       Authorized 10,000,000 shares, 
       issued 3,258,248 in 1995, 
       3,232,157 in 1994                  33                32

     Class B common stock, $.01 par 
       value Authorized 5,000,000 
       shares, issued 830,211 in 
       1995, 850,102 in 1994               8                 9

     Additional paid-in capital        2,001             2,068
     Retained earnings                 9,602             8,687
     Treasury stock, at cost            (680)             (462)
                                   _________         _________
          Total shareholders' 
            equity                    10,964            10,334
                                   _________         _________

                                   $  22,266         $  23,787
                                   =========         =========




See notes to financial statements.

<PAGE>
                           ASTRONICS CORPORATION

          Consolidated Statement of Income and Retained Earnings
                      Period Ended September 30, 1995
                     With Comparative Figures for 1994


                                           (Dollars in Thousands)
                                                (Unaudited) 

                                        NINE MONTHS        THREE MONTHS 
                                     1995        1994      1995     1994

Net Sales                          $ 19,716  $ 17,502  $  6,266  $  6,137

Costs and Expenses:
  Cost of products sold              13,791    12,539     4,376     4,129
  Selling, general and 
    administrative expenses           4,073     3,929     1,045     1,303
  Interest expenses, net of 
    interest earned of $97 
    in 1995 and $99 in 1994             319       411       105       127
  Gain on sale of equipment              --      (323)       --       (22)
                                   ________  ________  ________  ________

        Total costs and expenses     18,183    16,556     5,526     5,537
                                   ________  ________  ________  ________

  Income before provision
     for taxes on income              1,533       946       740       600

Provision for taxes on income           618       368       273       187
                                   ________  ________  ________  ________

Net Income                         $    915  $    578  $    467  $    413
                                                       ========  ========

Retained Earnings:
  January 1                           8,687     7,381
                                   ________  ________

  September 30                     $  9,602  $  7,959
                                   ========  ========

                                    $  .24    $  .14    $  .12    $  .10
                                    ======    ======    ======    ======



See notes to financial statements.









<PAGE>
                           ASTRONICS CORPORATION

                   Consolidated Statement of Cash Flows
                   Nine Months Ended September 30, 1995
                     With Comparative Figures for 1994

                                             (Dollars in Thousands)
                                                  (Unaudited)
                                                1995       1994 

Cash Flows from Operating Activities
  Net income                                 $    915   $    578
  Adjustments to reconcile net income
    to net cash provided by operating 
    activities:
      Depreciation and amortization             1,986      1,841
      Provision for doubtful accounts             229        159
      Provision for deferred taxes               (278)       (71)
      Cash flows from changes in 
        operating assets and liabilities:
          Accounts receivable                     (67)      (167)
          Inventories                            (186)       479
          Prepaid expenses                       (953)      (446)
          Accounts payable                         96        270
          Accrued expenses                        (43)      (243)
          Income taxes payable                   (256)        15
                                             ________   ________
  Net Cash provided by Operating 
    Activities                               $  1,443   $  2,415
                                             ________   ________
Cash Flows from Investing Activities
  Proceeds from sale of assets                     10        245
  Change in other assets                          (19)       (25)
  Capital expenditures                         (2,705)    (1,176)
                                             ________   ________
  Net Cash used by Investing Activities      $ (2,714)  $   (956)
                                             ________   ________
Cash Flows from Financing Activities
  Principal payments on long-term 
    debt and capital lease obligations         (1,670)    (1,430)
  Proceeds from issuance of stock                 160         --
  Purchase of Treasury Stock                     (444)      (366)

  Net Cash used by Financing Activities      $ (1,954)  $ (1,796)
                                             ________   ________
Net increase in cash and cash equivalents      (3,225)      (337)

Cash and Cash Equivalents, January 1            3,520      3,496
                                             ________   ________

Cash and Cash Equivalents, September 30      $    295   $  3,159
                                             =========  ========

Disclosure of cash payments for:
    Interest                                 $    426   $    524
    Income taxes                                1,144        429

See notes to financial statements.

<PAGE>
                      ASTRONICS CORPORATION

                  Notes to Financial Statements
                       September 30, 1995




     1)   The interim financial statements are unaudited, but, in
          the opinion of management, reflect all adjustments
          necessary for a fair presentation of results for such
          periods.  The results of operations for any interim
          period are not necessarily indicative of results for
          the full year.  These financial statements should be
          read in conjunction with the financial statements and
          notes thereto contained in the Company's annual report
          for the year ended December 31, 1994.










































<PAGE>
                      ASTRONICS CORPORATION


Item 2.   Management's Discussion and Analysis of the Financial
          Condition and Results of Operations


The following table sets forth as a percent of net sales certain
items reflected in the financial data and the percentage increase
(decrease) of such items as compared to the prior period.  


                                   Percent of Net     Period-to-
                                       Sales           Period

                                  Nine months ended   Increase
                                    September 30     (Decrease)

                                   1995       1994    1994-1995

Net Sales:
  Electronic Systems               41.3%       37.7%      23.4%
  Customized Printing and
    Packaging                      58.7        62.3        6.1%
                                ________      ______

                                  100.0%      100.0%      12.7%

Cost of products sold              69.9        71.6       10.0%
Selling, general and
  administrative expenses          20.7        22.5        3.7%
Interest expense, net               1.6         2.3      (22.4%)
Gain on sale of equipment            --        (1.8)         --

                                ________      ______

                                   92.2%       94.6%       9.8%

Income before provision
  for income taxes                  7.8%        5.4%      62.1%

Provision for taxes                 3.1         2.1       67.9%

                                ________      ______

Net Income                          4.7%        3.3%      58.3%
                                ========      ======

SALES          Sales for the first nine months of 1995 increased
               12.7 percent compared to a decrease of 1.3 percent
               in 1994, and an increase of 5.4 percent in 1993. 
               Sales were $19,716,000, $17,502,000, and
               $17,734,000 for the nine month period in 1995,
               1994, and 1993, respectively.  The trailing twelve
               months sales are up 14.5 percent, compared to a
               decline in sales of 3.8 for the prior twelve
               months.


<PAGE>
               Sales in the Electronic Systems segment increased
               in 1995 by 23.4 percent, compared to a decrease of
               7.9 percent in 1994, and an increase of 18.5
               percent in 1993.  The growth of sales in 1995 is
               from increased shipments to the defense aerospace
               industry and to the international market for
               runflats.  In 1994, sales decreased as shipments
               were slow to the defense aerospace industry. 
               Sales in the Third Quarter were flat.  The net
               sales increase from 1993 to 1995 is 13.7 percent.

               Sales in the Customized Printing and Packaging
               segment increased in 1995 by 6.1 percent, compared
               to 3.1 percent in 1994, and a decrease of 1.9
               percent in 1993.  The growth of sales in the
               Customized Printing and Packaging segment is from
               increased business in the stock box, imprinting
               and invitation area.  This segment has experienced
               heavy pressure from competitive pricing resulting
               in lower revenue per unit.  Sales in the Third
               Quarter were slightly ahead of 1994.  The net
               sales increase from 1993 to 1995 is 9.5 percent.

EXPENSES       Cost of products sold increased 10.0 percent in
               1995, 2.7 percent in 1994, and 2.9 percent in
               1993.  In 1995 and 1993, sales increased by a
               larger percent than costs, while in 1994 costs
               increased while sales decreased.  Raw material
               costs are increasing in several areas; for
               example, purchases of board, corrugated, and
               plastics.  The Company is unable to pass on the
               full affect of these increases as pricing
               adjustments in many cases.  To offset these
               increased costs, the Company has made investments
               in technology, processes, and equipment, which
               have reduced costs.  These include investments in
               new equipment with expanded technology, improved
               processes, and productivity improvements.  Also,
               in 1994, the company relocated the Massachusetts
               portion of the Electronic Systems segment and
               combined it with the East Aurora, NY, operations. 
               

               Raw material costs, as a percent of sales were
               25.0 percent, 27.2 percent, and 25.8 percent in
               1995, 1994, and 1993, respectively.  These costs
               are affected by product mix changes, changes in
               inventory levels, and manufacturing efficiency. 
               Overall, the increased benefits from investments
               in technology, processes and equipment have
               reduced material usage through lower scrap rates. 
               Employee costs, as a percent of sales, were 23.4
               percent, 23.9 percent, and 25.8 percent in 1995,
               1994, and 1993, respectively.  This area is also
               affected by product mix.  The benefits of the
               investments referred to above also have reduced
               employee costs.  The cost side of these
               investments is reflected in increasing

<PAGE>
               depreciation costs, which as a percent of sales,
               were 8.7 percent, 7.7 percent, and 6.8 percent in
               1995, 1994, and 1993, respectively.  Manufacturing
               supplies have increased by 54.5 percent this year
               reflecting the new dies, plates, and support items
               used in improving the processes.  Other cost areas
               have not experienced dramatic changes.

               Combined selling, general and administrative costs
               were 20.7 percent, 22.5 percent, and 19.0 percent
               of sales in 1995, 1994, and 1993, respectively. 
               The largest portion of these is employee costs
               which were 11.3 percent, 11.3 percent and 10.1
               percent in 1995, 1994, and 1993, respectively.  In
               1995, the Company recorded a provision for
               doubtful accounts of $253,000, or 1.3 percent of
               sales, compared to $182,000, or 1.0 percent in
               1994, and $101,000, or .6 percent of sales in
               1993.  The Company automatically reserves all
               accounts over 180 days and those accounts, which
               in the opinion of management, have unique credit
               situations.  All other areas of expenses are
               stable.

               Interest costs, net, were $319,000, or 1.6 percent
               of sales in 1995, $411,000, or 2.4 percent in
               1994, and $610,000, or 3.4 percent in 1993.  The
               Company refinanced its subordinated debentures on
               April 30, 1993, at a fixed cost of 6.96 percent
               over five years.  The subordinated debentures
               carried a 10.25 percent rate.  This, combined with
               normal reductions in indebtedness and the earnings
               on the temporary investment of excess funds,
               accounts for lower net interest costs.

               In 1994, the Company was able to sell equipment
               that was no longer necessary as a result of the
               1993 and 1994 capital expenditure programs.  The
               net gain from the sale of this equipment was
               $323,000.  The largest piece of equipment was a
               five color printing press.

               The combined effect of the above items resulted in
               income before taxes, of $1,533,000, or 7.8 percent
               of sales in 1995, $946,000, or 5.4 percent of
               sales in 1994, and $1,544,000, or 8.7 percent of
               sales in 1993.

TAXES          The provision for taxes for 1995 is $618,000 or
               3.1 percent of sales, compared to $368,000, or 2.1
               percent in 1994, and  $701,000, or 4.0 percent of
               sales, in 1993.







<PAGE>

EXTRAORDINARY 
ITEM           In April 1993, the Company refinanced its 10.25
               percent, September 1, 1996, subordinated
               debentures through a five-year unsecured loan at
               6.96 percent.  The Company paid a one percent
               premium on the bonds redeemed and wrote-off the
               balance of the deferred financing costs incurred
               with the original issuance of the 10.25 percent
               debentures.  These costs, net of taxes, were
               $307,000, or $.08 per share, and are identified as
               an extraordinary charge in 1993.

NET INCOME     Net income is $915,000, or $.24 per share in 1995,
               $578,000, or $.14 per share in 1994, and $536,000,
               or $.13 per share in 1993.

LIQUIDITY      The Company's cash has decreased in 1995 by
               $3,225,000 compared to $337,000 in 1994.  During
               the first nine months of 1995, the Company
               invested $2,705,000 in capital expenditures
               compared to $1,176,000 in the same period of 1994. 
               The Company anticipates capital expenditures of
               approximately $6,000,000 for the year.  Also, it
               had $1,500,000 deposited on equipment to be
               delivered in the Fourth Quarter, compared to
               $460,000 at this time in 1994.  The Company has
               reduced its indebtedness by $1,670,000 and
               $1,430,000 in 1995 and 1994, respectively.  The
               Company also purchased 155,000 shares of Treasury
               Stock for $432,000, compared to 179,000 shares at
               a cost of $448,000 in 1994.

               The Company has a $5,000,000 line of credit
               available for additional working capital needs. 
               The Company feels that its cash flow from internal
               operations and the line of credit are adequate to
               meet the Company's operational and investment
               plans for 1995 and 1996.  The Company will borrow
               on its line of credit in early November, 1995. 
               This will increase interest expense both from the
               additional outstanding amount of indebtedness and
               from the reduction of available cash for temporary
               investment.

BACKLOG        The Company's backlog at the end of the Third
               Quarter was $6,400,000, down from $6,700,000 at
               December 31, 1994.  It was $6,900,000, at this
               time in 1994, compared to $7,600,000 in 1993.  The
               September 30, 1995, backlog is $4,000,000 in the
               Electronic Systems segment and $2,400,000 in the
               Customized Printing and Packaging segment.








<PAGE>
COMMITMENTS    The Company plans to make capital investments of
               approximately $6,000,000 for investments in
               technology, processes and equipment in 1995.  The
               Company is planning on making approximately
               $6,000,000 in capital investments in 1996.  During
               the Fourth Quarter, they may make deposits on
               equipment to be delivered in 1996.  The Company
               has authorized the repurchase of an additional
               250,000 shares of its common stock at various
               times when the market conditions warrant.

               The Company has commitments for items that it
               purchases in the normal on-going affairs of the
               business.  The Company is not aware of any
               obligations in excess of normal market conditions,
               nor of any long-term commitments that would affect
               its financial condition.

OUTLOOK        Sales have increased at a 12.7 percent rate during
               the first nine months of 1995.  Business activity
               has increased during the third quarter which
               should provide double digit growth for the year. 
               Earnings for the same period are up 58.3 percent
               compared to net income for the same period of 
               1994, which was affected by the one-time
               transition costs of combining the Massachusetts
               and New York defense electronics aerospace
               operations in East Aurora, NY.  While the Company
               believes earnings will continue to grow, they
               should more closely reflect the sales growth.





























<PAGE>
                   PART II - OTHER INFORMATION


Item 1.   Legal Proceedings.

          None.


Item 2.   Changes in Securities.

          None.


Item 3.   Defaults Upon Senior Securities.

          None.


Item 4.   Submission of Matters to a Vote of Securities Holders.

          None.


Item 5.   Other Information.

          None.


Item 6.   Exhibits and Reports on Form 8-K.

          None.




























<PAGE>
                           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.  





DATED:      November 15, 1995



                                       ASTRONICS CORPORATION
                                   ______________________________


                                   By   John M. Yessa
                                     ____________________________
                                             (Signature)


                                             John M. Yessa
                                      Vice President-Finance and
                                               Treasurer






























<PAGE>


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                             295
<SECURITIES>                                         0
<RECEIVABLES>                                    2,788
<ALLOWANCES>                                         0
<INVENTORY>                                      4,371
<CURRENT-ASSETS>                                 9,066
<PP&E>                                          26,487
<DEPRECIATION>                                  14,438
<TOTAL-ASSETS>                                  22,266
<CURRENT-LIABILITIES>                            5,085
<BONDS>                                              0
<COMMON>                                            41
                                0
                                          0
<OTHER-SE>                                      10,923
<TOTAL-LIABILITY-AND-EQUITY>                    22,266
<SALES>                                         19,716
<TOTAL-REVENUES>                                19,716
<CGS>                                           13,791
<TOTAL-COSTS>                                   17,864
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 319
<INCOME-PRETAX>                                  1,533
<INCOME-TAX>                                       618
<INCOME-CONTINUING>                                915
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       915
<EPS-PRIMARY>                                      .24
<EPS-DILUTED>                                      .24
        

</TABLE>


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