ASTRONICS CORP
10-Q, 1999-08-17
PAPERBOARD CONTAINERS & BOXES
Previous: APPLIED MAGNETICS CORP, 10-Q, 1999-08-17
Next: AUTO GRAPHICS INC, 10-Q, 1999-08-17



               SECURITIES AND EXCHANGE COMMISSION

                      Washington, DC  20549

                            FORM 10-Q

 (Mark One)

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

For the fiscal quarter ended July 3, 1999

[   ]     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 July 3, 1999, 4,890,001 shares of $.01 par value common
stock and 687,448 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
                          July 3, 1999
         With Comparative Figures for December 31, 1998

                                     (Dollars in Thousands)
                                   July 3, 1999     December 31,
                                   (Unaudited)         1998
                                   _____________    ____________
Current Assets:
  Cash                             $      686         $     523
  Accounts receivable                   5,848             5,435
  Inventories                           6,657             4,935
  Prepaid expenses                        189             1,229
                                   __________         _________
     Total current assets              13,380            12,122

Property, Plant and Equipment          53,677            44,090
  Less accumulated depreciation
     and amortization                  20,647            19,096
                                   __________         _________
     Net property, plant and
       equipment                       33,030            24,994

Unexpended Industrial Revenue
  Bond Proceeds                           519             4,657
Other Assets                            2,031             1,934
                                   __________         _________
                                   $   48,960         $  43,707
                                   ==========         =========
Current Liabilities:
  Current maturities of
    long-term liabilities          $      847         $     446
  Accounts payable                      6,767             2,939
  Accrued expenses                      1,383             2,085
  Income taxes                              2               347
                                   __________         _________
     Total current liabilities          8,999             5,817

Other Liabilities                      15,393            15,160

Shareholders' Equity:
  Common stock, $.01 par value
    Authorized 10,000,000 shares,
    issued 5,239,188 in 1999,
    5,225,001 in 1998                      52                52
  Class B common stock, $.01 par value
    Authorized 5,000,000 shares,
    issued 687,448 in 1999,
    693,660 in 1998                         7                 7


                              - 2 -
<PAGE>

                                     (Dollars in Thousands)
                                   July 3, 1999     December 31,
                                   (Unaudited)         1998
                                   _____________    ____________

  Additional paid-in capital            2,690             2,681
  Retained earnings                    22,761            20,932
                                   __________         _________
                                       25,510            23,672

  Less shares in Treasury, at cost        942               942
                                   __________         _________

  Total shareholders' equity           24,568            22,730
                                   __________         _________

                                   $   48,960         $  43,707
                                   ==========         =========

See notes to financial statements.






































                              - 3 -
<PAGE>
                           ASTRONICS CORPORATION

          Consolidated Statement of Income and Retained Earnings
                         Period Ended July 3, 1999
                     With Comparative Figures for 1998

                                            (Dollars in Thousands)
                                                 (Unaudited)
                                        SIX MONTHS         THREE MONTHS
                                      ______________      ______________
                                      1999      1998      1999      1998
                                      ____      ____      ____      ____

Net Sales                            $23,458   $21,353   $11,133   $10,296
Costs and Expenses:
  Cost of products sold               16,560    14,953     7,834     7,261
  Selling, general and
   administrative expenses             4,040     3,765     1,903     1,661
  Interest expenses, net of
   interest income of $67
   in 1999, and $0 in 1998                88       180        17       103
                                      ______    ______    ______    ______
     Total costs and expenses         20,688    18,898     9,754     9,025
                                      ______    ______    ______    ______

Income before taxes                    2,770     2,455     1,379     1,271
Provision for income taxes               941       889       483       450
                                      ______    ______    ______    ______
Net Income                             1,829     1,566       896       821
                                                          ======    ======
Retained Earnings:
  January 1                           20,932    16,640
                                      ______    ______
  July 3                             $22,761   $18,206
                                      ======    ======
Earnings per share:
  Basic                              $   .33   $   .28   $   .16   $   .14
                                      ======    ======    ======    ======
  Diluted                            $   .31   $   .26   $   .15   $   .13
                                      ======    ======    ======    ======



See notes to financial statements.














                                   - 4 -
<PAGE>
                           ASTRONICS CORPORATION

                   Consolidated Statement of Cash Flows
                       Six Months Ended July 3, 1999
                     With Comparative Figures for 1998

                                            (Dollars in Thousands)
                                                  (Unaudited)
                                             1999              1998
                                             ____              ____
Cash Flows from Operating Activities:
  Net income                                 $ 1,829          $ 1,566
  Adjustments to reconcile net income to
    net cash provided by operating activities:
    Depreciation and amortization              1,714            1,388
    Provision for doubtful accounts               --               44
    Provision for deferred taxes                  92               25
    Cash flows from changes in
      operating assets and liabilities:
      Accounts receivable                       (413)            (688)
      Inventories                             (1,722)            (216)
      Prepaid expenses                         1,040               85
      Accounts payable                         3,828             (280)
      Accrued expenses                          (702)            (424)
      Income taxes                              (345)            (322)
      Deferred compensation                       65               61
                                             _______          _______
  Net Cash provided by Operating Activities  $ 5,386          $ 1,239
                                             _______          _______
Cash Flows from Investing Activities:
  Change in other assets                        (260)             (20)
  Capital expenditures                        (9,587)          (3,420)
                                             _______          _______
  Net Cash used by Investing Activities      $(9,847)         $(3,440)
                                             _______          ________
Cash Flows from Financing Activities:
  New long-term debt                             700            2,560
  Principal payments on long-term
    debt and capital lease obligations          (223)            (971)
  Unexpended industrial revenue
    bond proceeds                              4,138               --
  Proceeds from issuance of stock                  9               18
                                             _______          _______
  Net Cash provided by Financing Activities  $ 4,624          $ 1,607
                                             _______          _______
Net increase (decrease) in
  Cash and Cash Equivalents                      163             (594)

Cash and Cash Equivalents at
  Beginning of Year                              523              740
                                             _______          _______
Cash and Cash Equivalents at July 3          $   686          $   146
                                             =======          =======
Disclosure of cash payments for:
  Interest                                   $   183          $   171
  Income taxes                                 1,164            1,188

See notes to financial statements.
                                   - 5 -
<PAGE>

                      ASTRONICS CORPORATION

                  Notes to Financial Statements
                          July 3, 1999

1)   The accompanying unaudited statements have been prepared in
     accordance with generally accepted accounting principles for
     interim financial information.  Accordingly, they do not
     include all of the information and footnotes required by
     generally accepted accounting principles for complete
     financial statements.  In the opinion of management, all
     adjustments considered necessary for a fair presentation
     have been included. The results of operations for any
     interim period are not necessarily indicative of results for
     the full year. Operating results for the six-month period
     ended July 3, 1999 are not necessarily indicative of the
     results that may be expected for the year ended December 31,
     1999.

     The balance sheet at December 31, 1998 has been derived from
     the audited financial statements at that date, but does not
     include all of the information and footnotes required by
     generally accepted accounting principles for complete
     financial statements.

     For further information, refer to the financial statements
     and footnotes thereto included in the Company's 1998 annual
     report.

2)   Inventories are stated at the lower of cost or market, cost
     being determined in accordance with the first-in, first-out
     method. Inventories are as follows:

     (in thousands)           July 3, 1999        December 31,
                              (Unaudited)             1998
                              _____________       ____________

     Finished goods             $  1,789            $  1,357
     Work in progress                672               1,064
     Raw material                  4,196               2,514
                                ________            ________
                                $  6,657            $  4,935
                                ========            ========

3)   Other liabilities consist of the following:

     (in thousands)           July 3, 1999        December 31,
                               (Unaudited)            1998
                              _____________       ____________
     Long-Term Debt             $ 11,599            $ 11,319
     Long-Term Obligations under
       Capital Leases                585                 789
     Deferred Income Taxes         1,162               1,070
     Deferred Compensation         2,047               1,982
                                ________            ________
                                $ 15,393            $ 15,160
                                ========            ========

                              - 6 -
<PAGE>
                      ASTRONICS CORPORATION

            Notes to Financial Statements (Continued)
                          July 3, 1999

4)   The Company adopted SFAS No. 131, "Disclosures About
     Segments of an Enterprise and Related Information," at
     December 31, 1998 which changes the way the Company reports
     information about its operating segments.

     The Company operates in two areas: Aerospace and
     Electronics, and Specialty Packaging. Operations in
     Aerospace and Electronics involve the design, manufacturing
     and marketing of state-of-the-art and advanced technological
     components incorporated into functional systems including
     instrument panels, photo reproductions and keyboard
     technologies. Customers are typically well known companies
     in the automotive, aerospace, defense, and electronics
     industries worldwide. Operations in Specialty Packaging
     involve the design, manufacturing and marketing of folding
     paperboard packaging for customers' delivery of their
     products and high quality custom imprinting of napkins,
     invitation and other paper products. The Company is a
     dominant provider of custom folding boxes in chosen markets.

     (in thousands)         Six Months            Three Months
                         Ended July 3, 1999    Ended July 4, 1998
                         ___________________   __________________
                        Aerospace               Aerospace
                          and      Specialty      and       Specialty
                       Electronics Packaging   Electronics  Packaging
                       ___________ _________   ___________  _________
     Sales to external
     customers          $ 13,075   $ 10,383    $ 11,669     $  9,684
     Income before taxes   1,859        803       1,855          417
     Segment assets       20,587     27,247      13,057       21,772

     The Aerospace and Electronics segment has moved into a new
     80,000 square foot facility which will replace four leased
     facilities in its New Hampshire operation.  Also, during the
     Quarter ended July 3, 1999, they started construction of a
     70,000 square foot manufacturing facility in New York.

     The segment asset value changed from July 4, 1998 to July 3,
     1999 as follows:

     (in thousands)                Aerospace           Specialty
                                   and Electronics     Packaging
                                   _______________     _________
     July 4, 1998                  $ 13,057            $ 21, 772
       Land acquisitions              1,100                    -
       Building construction          6,000                    -
       Die Cutting equipment              -                2,700
       Finishing equipment                -                1,600
       Material processing equipment      -                  600
       Other, net                       430                  575
                                   ________             ________
     July 3, 1999                  $ 20,587             $ 27,247
                              - 7 -
<PAGE>
                      ASTRONICS CORPORATION

            Notes to Financial Statements (Continued)
                          July 3, 1999


     A reconciliation of combined income before taxes for the
     six-month period is as follows:

     (in thousands)                          Six Months Ended
                                        July 3, 1999   July 4, 1998
                                        _____________  _____________

     Income before taxes from segments      $2,662         $2,272
     Corporate income, net                     108            183
                                            ______         ______
          Income before taxes               $2,770         $2,455
                                            ======         ======


5)   On July 1, 1999, the Company renegotiated its financial
     arrangements, including changing financial institutions. As
     a result of the changes, the Company's Revolver is a five-
     year program with a $12,000,000 line, with interest at the
     bank's prime rate, or LIBOR plus 60 basis points. At the end
     of five years, the Company may convert the outstanding
     balance to a four-year term loan. The Company also changed
     the letter of credit arrangement and the remarketing
     agreement on the Industrial Revenue Tax-Exempt Bonds issued
     through the Business Finance Authority of the State of New
     Hampshire. The new letter of credit is 50 basis points vs.
     75 basis points under the previous agreement. The Company
     also arranged the financing for the Industrial Revenue Tax-
     Exempt Bonds to be issued through the County of Erie, State
     of New York, in connection with the construction of the
     Aerospace and Electronics segment's construction project in
     New York. It is anticipated that this will close late in the
     Third Quarter. The financial terms are similar to the New
     Hampshire transaction.



















                              - 8 -
<PAGE>
Item 2.   Management's Discussion and Analysis of 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 Sales
                          Six months         Period-to-Period
                         ended July 3,       Increase (Decrease)
                      _____________________  ___________________
                         1999      1998           1998-1999
                         ____      ____           _________
Net Sales:
  Aerospace and
    Electronics          55.7%     54.7%            12.0 %
  Specialty
    Packaging            44.3      45.3              7.2 %
                        _____     _____
                        100.0%    100.0%             9.9 %
Cost of products
  sold                   70.6      70.0             10.7 %
Selling, general and
  administrative
  expenses               17.2      17.6              7.3 %
Interest expenses,
  net                      .4        .9            (51.1)%
                         ____      ____
                         88.2%     88.5%             9.4 %
Income before
  provision for
  income taxes           11.8%     11.5%            12.8 %

Provision for
  taxes                   4.0       4.2              5.8 %
                         ____      ____             ____
Net Income                7.8%      7.3%            16.8 %
                         ====      ====


INTRODUCTION        Astronics Corporation operates in two
                    business segments: Aerospace and Electronics;
                    and Specialty Packaging. The Company changed
                    the name of its Electronics Systems segment
                    in 1997 to Aerospace and Electronics to
                    better reflect its products and market focus.
                    This business segment designs, manufactures
                    and markets electroluminescent lamps and
                    incorporates them into escape path lighting
                    systems, aircraft cockpit lighting systems,
                    military aircraft formation lighting, and
                    ruggedized and avionics keyboards.

                    On July 1, 1999, the Company established a
                    $12,000,000 five-year revolving line of
                    credit at the bank's prime rate or LIBOR plus


                              - 9 -
<PAGE>
                    60 basis points. The revolver can be
                    converted to a four-year term loan at the end
                    of five years.

                    The Aerospace and Electronics segment
                    completed construction on a new 80,000 square
                    foot building in Lebanon, New Hampshire late
                    in the Second Quarter and has moved most of
                    their production into the new facility. This
                    will allow the Company to consolidate its New
                    Hampshire operations, currently in four
                    leased locations, into a single facility.

                    On March 17, 1999, The Erie County Industrial
                    Development Agency, Buffalo, NY authorized
                    the issuance and sale of Tax-Exempt
                    Industrial Revenue Bonds up to $7,500,000 for
                    Luminescent Systems, Inc. to acquire land and
                    construct a new manufacturing facility in
                    East Aurora, NY. On May 12, 1999, the Company
                    acquired 14.9 acres of land and has started
                    construction of a 70,000 square foot facility
                    on this new property. The Company plans to
                    close the tax-exempt bond transaction late in
                    the Third Quarter.

                    On April 24, 1998, the Company announced that
                    the United States Air Force (USAF) had
                    selected its Luminescent Systems Inc.
                    subsidiary to design, develop and manufacture
                    night vision lighting modification kits for
                    the NVIS F-16 program. The contract with the
                    Air Force is potentially valued in excess of
                    $50,000,000. The initial award is for 377 F-
                    16 aircraft to be completed in year 2000 for
                    a revenue value in excess of $16,000,000. The
                    USAF exercised its second option on February
                    10, 1999 for an additional 305 units for
                    approximately $13,500,000. An additional 474
                    units, upon exercise of the government's
                    option, would be manufactured in the
                    following years.

                    On December 30, 1998, the Company closed an
                    Industrial Revenue tax-exempt bond with the
                    Business Finance Authority of the State of
                    New Hampshire for $7,250,000. The interest
                    rate floats with tax exempt funds and is
                    reset every seven days. These funds are being
                    used to finance the new Lebanon, New
                    Hampshire facility and manufacturing
                    equipment for expanded production needs.

                    During the Third Quarter of 1998, the New
                    Hampshire operations of the Aerospace and
                    Electronics segment received their ISO 9001
                    certification. In the Third Quarter of 1997,

                             - 10 -
<PAGE>
                    the Specialty Packaging segment received its
                    ISO 9001 certification.

SALES               Sales set a new record for Second Quarter,
                    and for the six-month period ended July 3,
                    1999.  The three-year comparative sales for
                    the first six months of the year can be seen
                    in this table:
                                     1999      1998      1997
                                     ____      ____      ____
                    Aerospace and
                     Electronics     $13,075   $11,669   $ 9,782
                    Specialty
                     Packaging        10,383     9,684     9,531
                                      ______    ______    ______
                                     $23,458   $21,353   $19,313

                    Sales increased for the Quarter by 8.1
                    percent in 1999, and 6.3 percent in 1998.
                    Sales for the first half of 1999 increased
                    9.9 percent, compared to 10.6 percent in the
                    first half of 1998.  On a trailing twelve
                    months basis, sales increased 12.0 percent in
                    1999 and 11.9 percent in 1998.

                    Sales in the Aerospace and Electronics
                    business segment increased 12.0 percent in
                    the first half of 1999, compared to 19.3
                    percent in 1998, while they were nominally
                    the same in 1997, based on continuing
                    operations. Sales in 1999 have mainly
                    increased in aircraft cockpit lighting
                    systems. Sales in 1998 were strong in
                    formation lighting systems, panels for
                    airplane cockpit systems, and egress lighting
                    systems for commercial airplanes.

                    Sales in the Specialty Packaging segment
                    increased 7.2 percent in the first half of
                    1999 compared to being nominally (1.6
                    percent) the same in 1998 and compared to
                    16.7 percent in 1997. In 1999, sales
                    increases have come in the medical and
                    consumer care products areas. In 1998, sales
                    were affected by customer timing, reflecting
                    closer management of their inventories. The
                    Company continues to expand its market share
                    through focus on customer service with on-
                    time deliveries, high quality products and
                    short turnaround times.

BACKLOG             The Company's backlog increased 111.9 percent
                    over the Second Quarter of 1998 to a new
                    record of $43,226,000. The backlog at July 4,
                    1998 was $20,401,000. This compares to
                    $29,887,000 as of December 31, 1998. The
                    backlog at the end of the Second Quarter of

                             - 11 -
<PAGE>
                    1997 was $11,048,000. The backlog is composed
                    of $40,602,000 in the Aerospace and
                    Electronics segment and $2,624,000 in the
                    Specialty Packaging segment.

EXPENSES            Cost of products sold increased to 70.6
                    percent of sales in 1999 compared to 70.0
                    percent of sales in 1998, and compared to
                    68.6 percent in 1997. The increased cost in
                    1999 was experienced in manufacturing
                    supplies costs and increased depreciation,
                    both of which increased .7 percent. The
                    increase in 1998 reflected higher material
                    and employee costs. The table below shows the
                    material and employee costs for the past
                    three years for the six-month period:

                                     1999      1998      1997
                                     ____      ____      ____

                    Material         19.4%     20.4%     19.7%
                    Employee costs   30.6%     29.9%     28.8%

                    The employee cost increase reflects
                    additional personnel supporting the technical
                    aspects of the businesses. While product
                    costs increased at a greater rate than sales
                    in 1999, 10.7 percent compared to a 9.9
                    percent sales increase, and in 1998, 12.9
                    percent compared to 10.6 percent increase in
                    sales, actual Gross Profit dollars increased
                    to $6,898,000 in 1999, compared to $6,400,000
                    in 1998, and compared to $6,073,000 in 1997.

                    Selling, general and administrative expenses,
                    which tend to be more fixed in nature,
                    continued to decrease as a percentage of
                    sales: 17.2 percent of sales in 1999, 17.6
                    percent of sales in 1998, and 19.8 percent of
                    sales in 1997. The majority of these costs
                    are as follows:
                                     1999      1998      1997
                                     ____      ____      ____

                    Employee costs   10.3%     10.6%     10.8%
                    Marketing costs   2.4%      2.5%      2.8%
                    Operating
                     supplies         2.3%      2.6%      2.5%

                    Operating income was $2,858,000, or 12.2
                    percent of sales in 1999, $2,635,000, or 12.3
                    percent of sales in 1998, and $2,248,000, or
                    11.6 percent of sales in 1997.

INTEREST            Interest costs, net, decreased.  In 1999, the
                    net expense was $88,000, or .4 percent of
                    sales compared to $180,000, or .9 percent of

                             - 12 -
<PAGE>

                    sales in 1998, and $235,000 or 1.2 percent of
                    sales in 1997. In 1999, the Company earned
                    money on the Unexpended Industrial Revenue
                    Bonds proceeds while they were held in trust.
                    The interest costs on the December 1998 bonds
                    were capitalized as part of the cost of the
                    facility through the Second Quarter. As the
                    project is now completed, the interest costs
                    will be an expense item, starting in the
                    Third Quarter. Gross interest expense was
                    $155,000 in 1999, $180,000 in 1998, and
                    $248,000 in 1997.

SUMMARY             As a result of the continuing increases in
                    sales at a greater rate than the increase of
                    total expenses, income before taxes increased
                    to 11.8 percent of sales in 1999, compared to
                    11.5 percent of sales in 1998, and compared
                    to 10.4 percent of sales in 1997. The Company
                    reported income before taxes of $2,770,000 in
                    1999, compared to $2,455,000 in 1998, and
                    compared to $2,013,000 in 1997.

TAXES               The Company's tax provision takes into
                    account the federal and state taxes for which
                    it is liable. The Company records its tax
                    expense under the FASB 109 guidelines. As of
                    January 1, 1999, the Company established
                    Astronics Foreign Sales Corporation to reduce
                    its tax on sales to international locations.
                    The 1999 provision for taxes was 4.0 percent
                    of sales compared to 4.2 percent of sales in
                    1998, and compared to 4.1 percent of sales in
                    1997. The 1999 provision for taxes is
                    $941,000, compared to the 1998 provision for
                    taxes of $899,000 and compared to the 1997
                    tax provision of $784,000.

NET INCOME          Net income for the First Half of 1999
                    established a new record:  $1,829,000, or
                    $.31 per diluted share, compared to
                    $1,566,000, or $.26 per diluted share in
                    1998, and compared to $1,229,000, or $.21 per
                    diluted share in 1997.

LIQUIDITY           Cash flow from operating activities was
                    $5,386,000 in 1999, compared to $1,239,000 in
                    1998, and compared to $1,748,000 in 1997.
                    This large increase reflects special terms on
                    payment for Die Cutting equipment that
                    requires final payment in January 2000, for
                    $2,400,000, and for delayed payment terms on
                    F-16 inventory component purchases of
                    approximately $800,000. These items account
                    for the majority of the change in increased
                    accounts payable. The cash generation was
                    lower in 1998 as the Company invested in

                             - 13 -
<PAGE>
                    receivables and inventory. The Company
                    invested $9,587,000 in its capital investment
                    program in the First Half of 1999, mainly
                    land, building construction and specific
                    manufacturing equipment, compared to
                    $3,420,000 in new equipment in 1998, and
                    compared to $1,882,000 for equipment in 1997.

                    The Company borrowed $700,000 from its
                    revolving line of credit in 1999, compared to
                    $2,560,000 in 1998.  The Company reduced its
                    indebtedness in 1999 by $233,000, compared to
                    $971,000 in 1998. In May 1998, the Company
                    made the final installment on a five-year
                    term loan.

                    During the first six months of 1999, the
                    Company withdrew $4,138,000 of unexpended
                    Industrial Revenue Bonds funds and utilized
                    them towards the New Hampshire building
                    construction.

                    The Company has a $12,000,000 revolving line
                    of credit available for additional working
                    capital needs, of which it had utilized
                    $4,500,000 at July 3, 1999, compared to
                    $4,200,000 at the end of the Second Quarter
                    of 1998, and compared to $3,450,000 at the
                    end of the Second Quarter of 1997. The
                    Company feels that its beginning cash
                    balance, the cash flow from internal
                    operations and the available balance of the
                    revolving line of credit are adequate to meet
                    the Company's operational and investment
                    plans for 1999.

COMMITMENTS         The Company has outstanding commitments for
                    capital investments of approximately
                    $4,800,000 at July 3, 1999, which is mainly
                    the construction of a new facility in New
                    York, compared to $2,800,000 at July 4, 1998,
                    and compared to $4,000,000 at June 28, 1997.
                    During the Second Quarter of 1997, the
                    Company repurchased its shares of common
                    stock owned by ATRO Companies Profit
                    Sharing/401(k) Plan for $532,000. The Company
                    has commitments for items that it purchases
                    in the normal ongoing 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.

YEAR 2000           The Company employs several different
                    computer systems for financial, engineering,
                    manufacturing and administrative purposes.
                    The Company purchases these systems, both

                             - 14 -
<PAGE>
                    hardware and software. Therefore, it does not
                    have programmers writing code internally.
                    During 1998 and 1997, the Company installed
                    upgrades to some of its systems that are Year
                    2000 compliant and switched software for
                    other functions that are Year 2000 compliant.
                    All operating systems are now Year 2000
                    compliant, except for the Human Resources
                    system and a voice mail system. The Company
                    is currently switching to a new Payroll/Human
                    Resources system, which should be operational
                    by the end of the Third Quarter. The software
                    for the voice mail system is in house,
                    waiting to be installed.

                    The Company has tested various systems and
                    will continue to test applications it runs,
                    as well as those it interfaces with including
                    customers, vendors, and other outside
                    sources. The Company believes it is ready for
                    Year 2000 except for the above-mentioned
                    programs. The total invested for software
                    upgrades to date is approximately $150,000
                    and the Company's budget for additional
                    upgrades and new software in 1999 is
                    approximately $40,000.

                    The Company has interfaced with the suppliers
                    of production, engineering and administrative
                    equipment that have embedded chips in their
                    products. The Company is seeking full
                    assurances that these are either Year 2000
                    compliant, have no date sensitivity, or that
                    necessary upgrades will be available by
                    September 30, 1999.

                    The major risk that the Company faces is in
                    its suppliers of utilities, mainly electric,
                    natural gas, and telecommunication. These
                    vendors have stated that they have tested
                    their systems and that they are compliant.
                    They have stated that they do not anticipate
                    any problems. Another area of risk is that
                    several key pieces of manufacturing equipment
                    are made in Europe, where companies
                    reportedly are slowly addressing the Year
                    2000 issues. The Company plans to have
                    assurance from these suppliers that they have
                    adequate parts in U.S.A. warehouses with Year
                    2000 compliant delivery systems. If
                    assurances are not adequate, the Company will
                    increase its inventory of vital spare parts.
                    The Company has no other specific contingency
                    plans.




                             - 15 -
<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.

          Exhibit 11.  Computation of Per Share Earnings.




























                             - 16 -
<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:  August 16, 1999

                                   ASTRONICS CORPORATION
                             ____________________________________

                                   /S/ John M. Yessa
                             ____________________________________
                                         (Signature)
                                        John M. Yessa
                             Vice President-Finance and Treasurer








































                             - 17 -
<PAGE>
                           EXHIBIT 11

                COMPUTATION OF PER SHARE EARNINGS

                                     (in thousands, except for
                                          per share data)
                                       Quarter Ended July 3
                                       1999           1998
                                       ____           ____

Net income                             $ 1,829        $ 1,566
                                        ======         ======

Basic earnings per share weighted
  average shares                         5,572          5,532

Net effect of dilutive stock options       386            383
                                        ______         ______

Diluted earnings per share weighted
  average shares                         5,958          5,915
                                        ======         ======

Basic earnings per share               $   .33        $   .28
                                        ======         ======
Diluted earnings per share             $   .31        $   .26
                                        ======         ======































                             - 18 -
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               JUL-03-1999
<CASH>                                             686
<SECURITIES>                                         0
<RECEIVABLES>                                    6,028
<ALLOWANCES>                                       180
<INVENTORY>                                      6,657
<CURRENT-ASSETS>                                13,380
<PP&E>                                          53,677
<DEPRECIATION>                                  20,647
<TOTAL-ASSETS>                                  48,960
<CURRENT-LIABILITIES>                            8,999
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            59
<OTHER-SE>                                      24,509
<TOTAL-LIABILITY-AND-EQUITY>                    48,960
<SALES>                                         23,458
<TOTAL-REVENUES>                                23,458
<CGS>                                           16,560
<TOTAL-COSTS>                                   20,688
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  88
<INCOME-PRETAX>                                  2,770
<INCOME-TAX>                                       941
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,829
<EPS-BASIC>                                        .33
<EPS-DILUTED>                                      .31


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission