ASTRONICS CORP
10-Q, 2000-05-15
PAPERBOARD CONTAINERS & BOXES
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                       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 April 1, 2000

                                 --------------

          [ ] 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
                      (I.R.S. Employer 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 April 1, 2000, 5,023,256 shares of $.01 par value common stock and 665,962
shares of $.01 par value Class B common stock were outstanding.

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                              ASTRONICS CORPORATION

                           Consolidated Balance Sheet
                                  April 1, 2000
                 With Comparative Figures for December 31, 1999


                                                     (Dollars in Thousands)
                                                  April 1, 2000     December 31,
                                                   (Unaudited)         1999
                                                    ---------          ----
Current Assets:
   Cash ..........................................  $    460        $  1,153
   Accounts receivable ...........................     7,682           6,852
   Inventories ...................................     9,344           8,721
   Prepaid expenses ..............................       781             455
                                                    --------        --------
      Total current assets .......................    18,267          17,181
Property, Plant and Equipment, at cost ...........    57,126          55,956
   Less accumulated depreciation
     and amortization ............................    20,459          19,787
                                                    --------        --------
      Net property, plant and equipment ..........    36,667          36,169

Unexpended Industrial Revenue Bond Proceeds ......     2,617           3,508

Other Assets .....................................     3,013           2,994
                                                    --------        --------
                                                    $ 60,564       $  59,852
                                                    ========       =========
Current Liabilities:
   Current maturities of long-term liabilities ...  $    706       $     762
   Accounts payable ..............................     7,009           8,560
   Accrued expenses ..............................     1,523           2,250
   Income taxes ..................................       404             166
                                                    --------        --------
      Total current liabilities ..................     9,642          11,738

Other Liabilities ................................    22,057          20,277

Shareholders' Equity:
   Common stock, $.01 par value
     Authorized 10,000,000 shares, issued
     5,342,661 in 2000, 5,327,112 in 1999 ........        53              53
   Class B common stock, $.01 par value
   Authorized 5,000,000 shares, issued
   665,962 in 2000, 667,326 in 1999 ..............         7               7
   Additional paid-in capital ....................     2,932           2,912
   Retained earnings .............................    26,735          25,727
                                                    --------        --------
                                                      29,727          28,699
   Less shares in Treasury, at cost ..............       862             862
                                                    --------        --------
      Total shareholders' equity .................    28,865          27,837
                                                    --------        --------
                                                    $ 60,564       $  59,852
                                                    ========       =========
See notes to financial statements.

<PAGE>
                              ASTRONICS CORPORATION

             Consolidated Statement of Income and Retained Earnings
                        Three Months Ended April 1, 2000
                        With Comparative Figures for 1999

                                                       (Dollars in Thousands)
                                                             (Unaudited)
                                                         2000           1999
                                                         ----           ----
Net Sales ........................................... $  15,150     $  12,325

Costs and Expenses:
   Cost of products sold ............................    11,624         8,726
   Selling, general and administrative expenses .....     2,089         2,137
   Interest expenses, net of interest income
     of $53 in 2000 and $5 in 1999 ..................        68            71
                                                      ---------     ---------
     Total costs and expenses .......................    13,781        10,934
                                                      ---------     ---------
Income before taxes .................................     1,369         1,391

Provision for income taxes ..........................       361           458
                                                      ---------     ---------
Net Income ..........................................     1,008           933

Retained Earnings:

   January 1 ........................................    25,727        20,932
                                                      ---------     ---------
   April 1 .......................................... $  26,735     $  21,865
                                                      =========     =========
Earnings per share:

   Basic ............................................ $     .18     $     .17
                                                      =========     =========
   Diluted .......................................... $     .17     $     .16
                                                      =========     =========

See notes to financial statements.

<PAGE>

                             ASTRONICS CORPORATION

                      Consolidated Statement of Cash Flows
                        Three Months Ended April 1, 2000
                        With Comparative Figures for 1999


                                                          (Dollars in Thousands)
                                                                 (Unaudited)
                                                              2000        1999
                                                              ----        ----
Cash Flows from Operating Activities:
   Net income .......................................... $   1,008    $    933
   Adjustments to reconcile net income to net
     cash  provided  by  operating activities:
     Depreciation and amortization .....................       959         855
     Provision for doubtful accounts ...................       (50)         35
     Provision for deferred taxes ......................        35          41
     Supplemental retirement plan ......................        97          52
     Cash flows from changes in operating
       assets and liabilities:
       Accounts receivable .............................      (779)       (513)
       Inventories .....................................      (623)        (49)
       Prepaid expenses ................................      (301)        371
       Accounts payable ................................    (1,550)        788
       Accrued expenses ................................      (728)       (853)
       Income taxes ....................................       238         158
                                                         ---------    --------
   Net Cash provided by Operating Activities ........... $  (1,694)   $  1,818
                                                         ---------    --------
Cash Flows from Investing Activities:
   Change in other assets ..............................      (101)       (170)
   Capital expenditures ................................    (1,401)     (3,206)
                                                         ---------    --------
   Net Cash provided (used) by Investing Activities .... $  (1,502)    $(3,376)
                                                         ---------    --------
Cash Flows from Financing Activities:
    New long-term debt .................................     1,700          --
    Principal payments on long-term debt and capital
       lease obligations ...............................      (107)     (1,112)
   Unexpended industrial revenue bond proceeds .........       891       2,169
   Proceeds from issuance of stock .....................        19           2
                                                         ---------    --------
Net Cash provided by Financing Activities .............. $   2,503     $ 1,059
                                                         ---------    --------
Net increase (decrease) in Cash and Cash Equivalents ...      (693)       (499)

Cash and Cash Equivalents at Beginning of Year .........     1,153         523
                                                         ---------    --------
Cash and Cash Equivalents at April 1 ................... $     460     $    24
                                                         =========     =======
Disclosure of cash payments for:
   Interest ............................................ $     123     $   101
   Income taxes ........................................        86         258

See notes to financial statements.

<PAGE>

                             ASTRONICS CORPORATION

                          Notes to Financial Statements

                                  April 1, 2000

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 three-month period ended April
     1, 2000 are not necessarily  indicative of the results that may be expected
     for the year ended December 31, 2000.

     The balance  sheet at December  31, 1999 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 1999 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)

                                       April 1, 2000        December 31,
                                        (Unaudited)            1999
                                         ---------             ----
            Finished Goods                $ 2,187             $ 1,936

            Work in Progress                1,458               1,476

            Raw Material                    5,699               5,309
                                          -------             -------
                                          $ 9,344             $ 8,721
                                          =======             =======

     Other liabilities consist of the following:

     (in thousands)

                                       April 1, 2000       December 31,
                                        (Unaudited)           1999
                                         ---------            ----
            Long-term Debt               $ 10,567           $  8,878

            Long-term Obligations under
               Capital Leases               7,028              7,069

            Deferred Income Taxes           1,285              1,250

            Deferred Compensation           2,587              2,482

            Other                             590                598
                                         --------           --------
                                         $ 22,057           $ 20,277
                                         ========           ========
<PAGE>


                              ASTRONICS CORPORATION

                    Notes to Financial Statements (Continued)

                                  April 1, 2000

4)   The Company operates in two areas: Aerospace and Electronics, and Specialty
     Packaging.   Astronics'  Aerospace  and  Electronics  segment  designs  and
     manufactures  special lighting systems for aircraft  cockpits,  cabins, and
     exterior  environments.  The segment also  manufactures  electroluminescent
     (EL) lamps used to backlight  liquid crystal  displays,  which are commonly
     used  in  portable  telephones,   watches,  pagers,  and  personal  digital
     assistants  (PDAs).  Astronics'  Specialty  Packaging  segment involves 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.

<TABLE>
<CAPTION>

     (in thousands)
                                       Three Months                   Three Months
                                    Ended April 1, 2000           Ended April 3, 1999
                                  -----------------------      ------------------------
                                  Aerospace                     Aerospace
                                    and         Specialty         and         Specialty
                                 Electronics    Packaging      Electronics    Packaging
                                 -----------    ---------      -----------    ---------
     <S>                          <C>            <C>          <C>            <C>
     Sales to external customers  $  9,426       $  5,724     $  6,838       $  5,487
     Income before taxes               734            735          978            455
     Segment assets                 32,361         26,441       19,168         24,102

</TABLE>

     The  Aerospace  and  Electronics  segment is in the process of completing a
     70,000 square foot facility for its New York operation.  The asset value of
     the  land,  building  construction  in  progress,   equipment,   unexpended
     Industrial  Revenue Bond  proceeds,  and the  increase in  purchased  parts
     (inventory)  for the F-16 program account for the major increase in segment
     assets.

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

     (in thousands)


                                                 Three Months Ended
                                        April 1, 2000           April 3, 1999
                                        -------------           -------------
     Income before taxes from segments     $1,469                  $1,433
     Corporate expenses, net                 (100)                    (42)
                                           ------                  ------
     Income before taxes                   $1,369                  $1,391

<PAGE>

                              ASTRONICS CORPORATION

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         Period-to-Period
                             Three months ended April 1,    Increase (Decrease)
                             ---------------------------    -------------------
                                2000            1999              1999-2000
                                ----            ----              ---------
Net Sales:
    Aerospace and Electronics   62.2%           55.5%              37.8 %
    Specialty Packaging         37.8            44.5                4.3 %
                               -----           -----
                               100.0%          100.0%              22.9 %

Cost of products sold           76.7            70.8               33.2 %
Selling, general and
   administrative expenses      13.8            17.3               (2.2)%
Interest expenses, net            .5              .6               (4.2)%
                               -----           -----
                                91.0%           88.7%              26.0 %

Income before provision
   for income taxes              9.0%           11.3%              (1.6)%

Provision for taxes              2.4             3.7              (21.2)%
                               -----           -----
Net Income                       6.6%            7.6%               8.0 %
                               =====           =====
<PAGE>

INTRODUCTION

Astronics   Corporation  operates  in  two  business  segments:   Aerospace  and
Electronics, and Specialty Packaging.

On March 7, 2000, the Company  announced that its Specialty  Packaging  business
had received a three-year contract with potential revenues totaling  $15,000,000
from the Tyco Healthcare Companies.  Its MOD-PAC subsidiary has been selected as
one of only five preferred suppliers for the entire nationwide organization.

On October 31, 1999, the Aerospace and Electronics  segment completed their move
to and the  commissioning of their new  manufacturing  facility in Lebanon,  New
Hampshire.   This  new  80,000  square  foot  building  allows  the  Company  to
consolidate its New Hampshire  operations,  previously in four leased locations,
into a single facility, and expands production capacity.

On October 27, 1999, the Company closed an Industrial  Revenue  Tax-Exempt  Bond
with the Industrial Development Agency of the County of Erie, State of New York,
for  $7,000,000.  The interest  rate floats with  tax-exempt  funds and is reset
every seven days.  These funds are being used to finance the construction of the
new East Aurora,  New York manufacturing  facility and production  equipment for
expanded customer needs.

Late in the Third  Quarter of 1999,  the Company  started  shipments on the NVIS
F-16 (night vision  modification kits) program.  Shipments totaled $3,000,000 in
1999.  The  Company  expects  these  shipments  to  increase  to   approximately
$16,000,000  annually and the program, as currently  designed,  to go into 2002.
The Company had  $27,000,000  in backlog as of December  31,  1999.  The Company
anticipates  the  United  States  Air Force to  exercise  additional  production
options in the future.  During the First  Quarter of 2000,  the Company  shipped
approximately $3,400,000.

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 60 basis  points.  The revolver
can be converted to a four-year term loan at the end of five years.  The Company
also  renegotiated its letter of credit agreements to lower the cost of the bank
guarantee on the Industrial Revenue Bond programs.

On May 12, 1999, the Company's  Aerospace and Electronics  segment acquired 14.9
acres of land in East Aurora,  New York,  and started  construction  of a 70,000
square foot manufacturing facility on this new property. The Company anticipates
completion of the  construction  and  installation of equipment during the First
Half of 2000.

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  completed 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 were used to finance the new Aerospace and Electronics'
manufacturing  facility and additional  production equipment in the Lebanon, New
Hampshire operation.

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,  the  Specialty  Packaging  segment  received  its  ISO  9001
certification.

SALES

The Company,  with sales of  $15,150,000,  set a new First Quarter sales record.
This is an increase over 1999 sales of 22.9 percent.  This compares to the First
Quarter 1999 sales  increase of 11.5  percent.  In 1998,  sales  increased  14.9
percent. Sales were $12,325,000 in 1999 compared to $11,057,000 in 1998.

Sales within the  Aerospace  and  Electronics  segment  increased  37.8 percent,
reflecting F-16 shipments of  approximately  $3,400,000.  In 1999, First Quarter
Aerospace  and  Electronics  sales  increased  17.7  percent  while in 1998 they
increased 28.3 percent.  Sales in 1999 and 1998 were strong in cockpit lighting,
emergency egress lighting and formation lights.

Sales in the  Specialty  Packaging  segment  increased  4.3 percent in the First
Quarter of 2000,  compared to a 4.5 percent  increase in 1999, and compared to a
3.0 percent increase in 1998.

Price increases have been nominal, reflecting increases in raw material costs.

BACKLOG

The  Company's  backlog  at the end of the First  Quarter  (April  1,  2000) was
$36,632,000. This compares to the backlog of $40,977,000 at the end of the First
Quarter of 1999, and  $14,600,000 at the end of the First Quarter of 1998.  This
also compares to the December 31, 1999 backlog of  $40,198,000  and December 31,
1998  backlog of  $29,887,000.  The backlog for the  Aerospace  and  Electronics
segment is $34,702,000, compared to $39,660,000 in 1999. The Specialty Packaging
backlog at April 1, 2000 was $1,930,000, compared to $1,317,000 in 1999.

EXPENSES

Cost of  products  sold  increased  33.2  percent in the First  Quarter of 2000,
compared to 13.4 percent in 1999. Sales growth in 2000 was 22.9 percent,  and in
1999  it was  11.5  percent.  As a  percent  of  sales,  these  costs  increased
significantly in 2000 to 76.7 percent of sales compared to 70.8 percent of sales
in 1999 and 69.6  percent of sales in 1998.  The major  increase was in material
costs,  which  increased to 31.8 percent of sales,  reflecting a higher material
content on F-16 sales.  The material for the initial sales of F-16  modification
kits is outsourced, thereby driving up the material costs. The Company is in the
process of producing more of the parts  internally,  which will reduce  material
costs starting in the second half of 2000. In 1999 and 1998, material costs were
nominally  the  same at 20.6  percent  of  sales  and  20.2  percent  of  sales,
respectively. Employee costs were reduced in 2000, reflecting the high purchased
raw material  content of the F-16 shipments.  Costs in 2000 were 26.0 percent of
sales,  compared  to 30.8  percent  of sales in 1999 and 1998.  As a percent  of
sales,  supply costs increased in 2000 to 7.7 percent of sales,  compared to 7.3
percent of sales in 1999,  and  compared to 6.4  percent of sales in 1998.  This
reflects  timing  of  purchases  and the  cost of  bringing  certain  outsourced
operations in house. Depreciation, as a percent of sales, was nominally the same
in 2000 as in 1999. As a percent of sales, depreciation for the First Quarter of
2000,  1999,  and  1998  was  5.6  percent,   5.7  percent,   and  5.2  percent,
respectively.  The facility  costs,  including  rental costs and maintenance and
repairs costs, decreased as a percentage of sales in each of the last two years.
As a percent of sales,  they were 5.7 percent in 2000,  6.5 percent in 1999, and
7.0 percent in 1998. The remaining general categories  increased/decreased  less
than one percentage  point of sales. The net results of the above produced gross
profits of $3,526,000 in 2000, $3,599,000 in 1999, and $3,365,000 in 1998.

Selling,  general  and  administrative  expenses  continued  to  decrease  as  a
percentage  of sales:  13.8  percent in 2000,  17.3  percent  in 1999,  and 19.0
percent in 1998.  The major  contributor in 2000 is the higher sales level which
required nominal additional  selling,  general,  and  administrative  costs. The
majority  of these  costs are for  employee  services,  marketing  expenses  and
operating  supplies.  Operating  income  for  the  First  Quarter  of  2000  was
$1,437,000,  or 9.5 percent of sales, compared to $1,462,000, or 11.9 percent of
sales, in 1999, and compared to $1,261,000, or 11.4 percent of sales, in 1998.

INTEREST

Interest  costs,  net,  decreased  in the First  Quarter of 2000 as  earnings on
invested Unexpended  Industrial Revenue Bonds Proceeds offset the interest costs
on the 1998  Industrial  Revenue  Bond.  Interest  costs on the 1999  Industrial
Revenue Bond are being  capitalized as part of the construction  costs until the
East  Aurora,  NY  project is  completed.  In the First  Quarter of 2000,  gross
interest costs were $121,000, which were partially offset by $53,000 in interest
income.  This  compares  to the First  Quarter  of 1999,  when the  expense  was
$76,000, and the interest income was $5,000. In 1998, interest cost was $77,000.
As a percent of sales,  net interest costs equal .5 percent of sales in 2000, .6
percent  of sales in  1999,  and .7  percent  of  sales  in  1998.  The  Company
anticipates the New York construction  project to be completed during the Second
Quarter of this year.

INCOME BEFORE TAXES

The First Quarter's income before taxes was $1,369,000, or 9.0 percent of sales.
This compares to 1999's First Quarter income before taxes of $1,391,000, or 11.3
percent of sales. In 1998,  income before taxes was $1,184,000,  or 10.7 percent
of sales.

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, which reduces its taxes on sales made to customers in foreign
countries.  Normally, the First Quarter's tax provision is higher as all minimum
taxes are accrued  during this  period.  But in 2000,  the Company  recorded its
actual  benefit from the first return of Astronics  Foreign  Sales  Corporation.
This was filed in early April,  2000 for year 1999.  Also, the Company  adjusted
its 1999 accruals to actual as they filed all tax returns. Normally, tax returns
are filed in the Third  Quarter,  at which time the  accruals  are  adjusted  to
actual.  The net 2000 tax  provision  is  $361,000,  or 2.4  percent  of  sales,
compared to the 1999  provision for taxes of $458,000,  or 3.7 percent of sales.
In 1998, the provision for taxes was $439,000, or 4.0 percent of sales.

NET INCOME

Net  income  for the First  Quarter  of 2000  established  a new  record for the
quarter:  $1,008,000,  or $.17 per diluted share.  This breaks the record set in
1999 of  $933,000,  or $.16 per diluted  share,  which  compared to the previous
record of $745,000, or $.13 per diluted share, earned in 1998.

LIQUIDITY

Cash flow from operating  activities was a negative  $1,694,000 during the First
Quarter of 2000.  This reflects the final payment made on die cutters  installed
in 1999,  on which the Company  received  extended  terms for payment  until the
First Quarter of 2000. This payment was approximately  $2,600,000.  In 1999, the
cash flow from operating activities was $1,818,000, which compared to $2,042,000
in 1998.  The Company  invested  $1,401,000 in capital  expenditures  during the
quarter,  compared to $3,206,000 in 1999,  which compared to $3,013,000 in 1998.
The Company  reduced its  indebtedness by $107,000 in the First Quarter of 2000,
compared to $1,112,000 in the First Quarter of 1999, and compared to $715,000 in
the First  Quarter  of 1998.  In the 2000 First  Quarter  the  Company  borrowed
$1,700,000 on its revolving line of credit for working capital purposes. In 1998
the  Company  borrowed  $1,200,000  for  working  capital.  The  Company  has  a
$12,000,000  revolving line of credit  available for additional  working capital
needs, of which it had utilized  $3,500,000 at the end of the quarter,  compared
to $2,800,000 at the end of the First Quarter of 1999, and $3,000,000 at the end
of the First Quarter of 1998. 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 2000.

COMMITMENTS

At the end of the First Quarter,  the Company had  outstanding  commitments  for
capital investments of approximately $1,600,000.  This compares to $5,400,000 in
1999,  and  $2,400,000 at the end of the First Quarter of 1998.  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.

YEAR 2000

The Company did not experience any significant Year 2000 issues.

<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.
              -----------------------------------------------------

              At the annual meeting of shareholders held on April 20, 2000, the
              nominees to the Board of Directors were  re-elected  based on the
              following results:

                                                            Votes Withholding
              Nominees                 Votes For                Authority
              --------                 ---------                ---------
              Robert T. Brady          9,307,126                 273,211
              John B. Drenning         9,266,305                 314,032
              Kevin T. Keane           9,316,929                 263,408
              Robert J. McKenna        9,307,126                 273,211
              John M. Yessa            9,317,327                 263,010

              The selection of Ernst & Young LLP as the  Registrant's  auditors
              was approved by the  following  vote:  9,275,510 in favor;  5,061
              against; and 243,543 abstentions.

              Under   applicable  New  York  law  and  the  Company's   charter
              documents, abstentions and non-votes have no effect.

Item 5.       Other Information.
              -----------------

              None.


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

              Exhibit 11.  Computation of Per Share Earnings.

<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:     May 15, 2000

                                                 ASTRONICS CORPORATION

                                                     /s/ John M. Yessa
                                            ------------------------------------
                                                         (Signature)

                                                        John M. Yessa
                                            Vice President-Finance and Treasurer




                                   EXHIBIT 11

                        COMPUTATION OF PER SHARE EARNINGS


                                                   (in thousands, except for per
                                                            share data)
                                                       Quarter Ended April 3

                                                        2000              1999
                                                        ----              ----

Net income                                           $  1,008           $   933
                                                     ========           =======

Basic earnings per share weighted average shares        5,684             5,570

Net effect of dilutive stock options                      285               398
                                                     --------           -------
Diluted earnings per share weighted average shares      5,969             5,968
                                                     ========           =======
Basic earnings per share                             $    .18           $   .17
                                                     ========           =======
Diluted earnings per share                           $    .17           $   .16
                                                     ========           =======


<TABLE> <S> <C>

<ARTICLE>                     5
<MULTIPLIER>                  1,000

<S>                                     <C>
<FISCAL-YEAR-END>                       DEC-31-2000
<PERIOD-END>                            APR-01-2000
<PERIOD-TYPE>                                 3-MOS
<CASH>                                          460
<SECURITIES>                                      0
<RECEIVABLES>                                 7,809
<ALLOWANCES>                                    127
<INVENTORY>                                   9,344
<CURRENT-ASSETS>                             18,267
<PP&E>                                       57,126
<DEPRECIATION>                               20,459
<TOTAL-ASSETS>                               60,564
<CURRENT-LIABILITIES>                         9,642
<BONDS>                                           0
<COMMON>                                         60
                             0
                                       0
<OTHER-SE>                                   28,805
<TOTAL-LIABILITY-AND-EQUITY>                 60,564
<SALES>                                      15,150
<TOTAL-REVENUES>                             15,150
<CGS>                                         3,480
<TOTAL-COSTS>                                13,713
<OTHER-EXPENSES>                                  0
<LOSS-PROVISION>                                  0
<INTEREST-EXPENSE>                               68
<INCOME-PRETAX>                               1,369
<INCOME-TAX>                                    361
<INCOME-CONTINUING>                               0
<DISCONTINUED>                                    0
<EXTRAORDINARY>                                   0
<CHANGES>                                         0
<NET-INCOME>                                  1,008
<EPS-BASIC>                                     .18
<EPS-DILUTED>                                   .17


</TABLE>


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