ASTRONICS CORP — Interim / Quarterly Report 2004

Nov 16, 2004

10-Q 1 form10_q.htm FORM 10-Q Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

| [X] | Quarterly report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| --- | --- |
| | For the quarterly
period ended October 2, 2004 |
| | or |
| [ ] | Transition report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| | For the transition
period from_ to_ |

Commission File Number

0-7087

ASTRONICS CORPORATION

(Exact name of registrant as specified in its charter)

| New York (State or other jurisdiction of incorporation or organization) | 16-0959303 (IRS Employer Identification
Number) |
| --- | --- |
| 130 Commerce Way East Aurora, New York (Address of principal executive
offices) | 14052 (Zip code) |

(716) 805-1599

(Registrant's telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

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, and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ] No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes [ ] No [ X ]

As of October 2, 2004 7,761,512 shares of common stock were outstanding consisting of 5,898,173 shares of common stock ($.01 par value) and 1,863,339 shares of Class B common stock ($.01 par value).

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

ASTRONICS CORPORATION Consolidated Balance Sheet October 2, 2004 With Comparative Figures for December 31, 2003

	(Dollars in Thousands) — October 2, 2004	December 31,
	(Unaudited)	2003
Current Assets:
Cash	$ 11,383	$ 11,808
Accounts Receivable	5,677	4,383
Inventories	6,607	5,707
Prepaid Expenses	1,047	1,378
Total Current Assets	24,714	23,276
Property, Plant and Equipment, at cost	25,063	24,335
Less Accumulated Depreciation and Amortization	10,008	9,216
Net Property, Plant and Equipment	15,055	15,119
Deferred Income Taxes	1,124	1,165
Goodwill	2,518	2,444
Other Assets	3,403	3,470
Total Assets	$ 46,814	$ 45,474
Current Liabilities:
Current Maturities of Long-term Debt	$ 901	$ 896
Net Current Liabilities of Discontinued Operations	494	155
Accounts Payable	2,896	1,617
Accrued Payroll and Employee Benefits	1,340	1,278
Other Accrued Expenses	545	563
Total current liabilities	6,176	4,509
Long-term Debt	12,027	12,482
Supplemental Retirement Plan	4,988	4,718
Net Long-term Liabilities of Discontinued Operations	-	397
Other liabilities	550	428
Common Shareholders' Equity:
Common Stock, $.01 par value
Authorized 20,000,000 shares, issued
6,558,809 in 2004, 6,483,128 in 2003	66	65
Class B Common Stock, $.01 par value
Authorized 5,000,000 shares, issued
1,986,953 in 2004, 2,042,926 in 2003	19	20
Additional Paid-in Capital	3,303	3,269
Accumulated Other Comprehensive Income	540	365
Retained Earnings	22,864	22,940
	26,792	26,659
Less Treasury Stock: 784,250 shares in 2004
and 2003	3,719	3,719
Total Shareholders' Equity	23,073	22,940
	$ 46,814	$ 45,474
See notes to financial statements.

ASTRONICS CORPORATION

Consolidated Statement of Income and Retained Earnings Period Ended October 2, 2004 With Comparative Figures for 2003

	(Dollars in Thousands)
	(Unaudited)
	Nine-Months Ended		Three-Months Ended
	October 2, 2004	September 27, 2003	October 2, 2004	September 27, 2003
Net Sales	$ 26,358	$ 24,855	$ 8,449	$ 7,607
Costs and Expenses:
Cost of products sold	22,241	19,935	7,469	6,505
Selling, general and		4,381	1,363	1,488
administrative expenses	3,895
Interest expenses, net of		143	61	50
interest income of $72 in
2004 and $140 in 2003	203
Total costs and expenses	26,339	24,459	8,893	8,043
Income (loss) from Continuing
Operations Before Income Taxes	19	396	(444)	(436)
Provision for Income Taxes	95	156	(85)	(156)
Income (loss) from Continuing Operations	(76)	240	(359)	(280)
Income (loss) from discontinued Operations	-	312	-	(17)
Net Income (loss)	$ (76)	$ 552	$ (359)	$ (297)
Retained Earnings:
Beginning of period	$ 22,940	$ 42,831
Spin off of MOD-PAC CORP.	-	(21,003)
End of period	$ 22,864	$ 22,380
Earnings (loss) per share:
Basic Earnings (loss) per share:
Continuing operations	$ (.01)	$ .03	$ (.05)	$ (.04)
Discontinued operations	-	.04	-	-
Net Income (loss)	$ (.01)	$ .07	$ (.05)	$ (.04)
Diluted Earnings (loss) per share:
Continuing operations	$ (.01)	$ .03	$ (.05)	$ (.04)
Discontinued operations	-	.04	-	-
Net Income (loss)	$ (.01)	$ .07	$ (.05)	$ (.04)
See notes to financial statements.

ASTRONICS CORPORATION

Consolidated Statement of Cash Flows Nine-Months Ended October 2, 2004 With Comparative Figures for 2003

	(Dollars in Thousands)
	(Unaudited)
	October 2, 2004	September 27, 2003
Cash Flows from Operating Activities:
Income (loss) From Continuing Operations	$ (76)	$ 240
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and Amortization	995	911
Other	387	320
Cash flows from changes in operating assets and liabilities, excluding
effects of acquisitions:
Accounts Receivable	(1,231)	(111)
Inventories	(841)	356
Prepaid Expenses	(13)	(348)
Accounts Payable	1,259	307
Income Taxes	386	(433)
Accrued Expenses	191	(289)
Net Cash provided by Operating Activities	1,057	953
Cash Flows from Investing Activities:
Additions to Other Assets	(204)	(147)
Capital Expenditures	(682)	(286)
Net Cash used in Investing Activities	(886)	(433)
Cash Flows from Financing Activities:
Principal Payments on Long-term Debt and Capital Lease
Obligations	(507)	(493)
Due from MOD-PAC CORP.	-	4,751
Proceeds from Issuance of Stock	4	24
Purchase of Treasury Stock	-	(1,104)
Net Cash (used in) provided by Financing Activities	(503)	3,178
Effect of Exchange Rate Change on Cash	(35)	23
Cash (used in) provided by Continuing Operations	(367)	3,721
Cash (used in) Discontinued Operations	(58)	(269)
Net increase (decrease) in Cash and Cash Equivalents	(425)	3,452
Cash and Cash Equivalents at Beginning of Period	11,808	7,722
Cash and Cash Equivalents at End of Period	$ 11,383	$ 11,174
Cash payments for:
Interest	$ 290	$ 290
Income taxes	56	1,009
See notes to financial statements.

ASTRONICS CORPORATION Notes to Financial Statements

October 2, 2004

| 1) |
| --- |
| The balance sheet at December 31, 2003 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 Astronics Corporation's (the
"Company") 2003 annual report to shareholders. |
| Stock Based
Compensation - The Company accounts for its stock-based awards using the
intrinsic value method in accordance with Accounting Principles Board
Opinion No. 25 and its related interpretations. The measurement
prescribed by APB Opinion No. 25 does not recognize compensation expense if
the exercise price of the stock option equals the market price of the
underlying stock on the date of grant. Accordingly, no compensation
expense related to stock options has been recorded in the financial
statements. For purposes of pro forma disclosures, the estimated fair
value of the Company's stock options at the date of grant is amortized to
expense over the options' vesting period. The Company's pro forma
information for the 2004 and 2003 first nine-months and third quarters are
presented in the table below: |

	(Unaudited)
	Nine-Months Ended		Three-Months Ended
	October 2, 2004	September 27, 2003	October 2, 2004	September 27, 2003
Income (loss) from Continuing Operations as reported	$ (76)	$ 240	$ (359)	$ (280)
Adjustments to record compensation expense for stock option awards under the
fair value method of accounting	$ (268)	$ (375)	$ (79)	$ (98)
Pro Forma Income (loss) from Continuing Operations	$ (344)	$ (135)	$ (438)	$ (378)
Net Income (loss) as reported	$ (76)	$ 552	$ (359)	$ (297)
Adjustments to record compensation expense for stock option awards under the
fair value method of accounting	$ (268)	$ (162)	$ (79)	$ (98)
Pro Forma Net Income (loss)	$ (344)	$ 390	$ (438)	$ (395)
Pro Forma Basic Earnings (loss) Per
Share:
Continuing Operations	$ (.04)	$ (.02)	$ (.06)	$ (.05)
Net Income	$ (.04)	$ .05	$ (.06)	$ (.05)
Pro Forma Diluted Earnings (loss) Per
Share:
Continuing Operations	$ (.04)	$ (.02)	$ (.06)	$ (.05)
Net Income	$ (.04)	$ .05	$ (.06)	$ (.05)

2)
3)	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)	October 2, 2004	December 31, 2003
	(Unaudited)
Finished Goods	$ 655	$ 501
Work in Progress	1,077	1,166
Raw Material	4,875	4,040
	$ 6,607	$ 5,707

4) Comprehensive Income Comprehensive income (loss) consists of net income (loss), foreign currency translation adjustments and mark to market adjustments for derivatives. Total comprehensive income (loss) was $(165) and $(247) for the third quarter of 2004 and 2003 respectively and $99 and $1,104 for 2004 and 2003 year to date.

5)
The following
table sets forth the computation of earnings (loss) per share:

(in thousands, except for per share data)	Nine-Months Ended — October 2, 2004	September 27, 2003	Three-Months Ended — October 2, 2004	September 27, 2003
Income (loss) from continuing operations	$ (76)	$ 240	$ (359)	$ (280)
Income (loss) from discontinued operations	-	312	-	(17)
Net Income (loss)	$ (76)	$ 552	$ (359)	$ (297)
Basic earnings (loss) per Share weighted average shares	7,758	7,768	7,762	7,736
Net effect of dilutive stock options	-	56	-	-
Diluted earnings per share weighted average shares	7,758	7,824	7,762	7,736
Basic earnings (loss) per share:
Continuing operations	$ (0.01)	$ 0.03	$ (0.05)	$ (0.04)
Discontinued operation	-	0.04	-	-
Net Income (loss)	$ (0.01)	$ 0.07	$ (0.05)	$ (0.04)
Diluted earnings (loss) per share:
Continuing operations	$ (0.01)	$ 0.03	$ (0.05)	$ (0.04)
Discontinued operation	-	0.04	-	-
Net Income (loss)	$ (0.01)	$ 0.07	$ (0.05)	$ (0.04)

| 6) |
| --- |
| The Company has
a non- qualified supplemental retirement defined benefit plan for certain
executives. The following table sets forth information regarding the net
periodic pension cost for the plan. |

(in thousands)	October 2, 2004	September 27, 2003	Three-Months Ended — October 2, 2004	September 27, 2003
Service cost	$ 18	$ 21	$ 6	$ 7
Interest cost	234	263	78	88
Amortization of
prior service cost	82	81	27	27
Amortization of net actuarial losses	-	24	-	8
Net periodic cost	$ 334	$ 389	$ 111	$ 130

Participants in the non-qualified supplemental retirement plan are entitled to paid medical, dental and long-term care insurance benefits upon retirement under the plan. The following table sets forth information regarding the net periodic pension cost recognized for those benefits.

(in thousands)	October 2, 2004	September 27, 2003	October 2, 2004	September 27, 2003
Service cost	$ 3	$ 3	$ 1	$ 1
Interest cost	13	15	3	5
Amortization of prior service
cost	13	13	5	5
Amortization of net actuarial
losses	-	2	-	(1)
Net periodic cost	$ 29	$ 33	$ 9	$ 10

ASTRONICS CORPORATION

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

(The following should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Company's Form 10-K for the year ended December 31, 2003.)

| The following table sets forth
income statement data as a percent of net sales: | Percent of Net Sales | | Percent of Net Sales | |
| --- | --- | --- | --- | --- |
| | Nine-Months Ended | | Three-Months Ended | |
| | October 2, 2004 | September 27, 2003 | October 2, 2004 | September 27, 2003 |
| Net Sales | 100.0 % | 100.0 % | 100.0 % | 100.0 % |
| Cost of products
sold | 84.4 | 80.2 | 88.4 | 85.5 |
| Selling, general and | | | | |
| administrative and
interest expense | 15.5 | 18.2 | 16.9 | 20.2 |
| | 99.9 % | 98.4 % | 105.3 % | 105.7 % |
| Income
(loss) from Continuing Operations Before Income Taxes | 0.1 % | 1.6 % | (5.3) % | (5.7) % |

| NET SALES | Net sales for the third quarter
of 2004 increased 11% to $8.4 million compared with $7.6 million for the
same period last year. As compared to the 2003 third quarter sales increased
to all three of the aerospace markets served. Sales to the business jet
market increased $0.4 million or 22% to $2.4 million during the third
quarter of 2004. Sales to the business jet market for the third quarter of
2003 totaled $2.0 million. Military sales in the third quarter of 2004 were
$4.3 million, up 10.3%, or $0.4 million from $3.9 million in the third
quarter of 2003. Sales to the commercial transport market in the third
quarter of 2004 were $1.5 million compared with $1.3 million in the third
quarter of 2003, an increase of $0.2 million or 15%. For the nine-month period ended October 2, 2004, Astronics had net sales
of $26.4 million, a 6 % increase over the first nine-months of last year.
This increase was the result of a $1.5 million increase in business jet
market sales to $7.6 million in 2004 from $6.2 million in 2003 and $0.3
million in higher sales to the commercial transport market as compared to
the prior year. Sales to the commercial transport market were $5.0 million
for the first nine-months in 2004 and $4.7 million for the same period of
2003. These increases more than offset the $0.4 million decline in sales to
the military. Excluding $0.7 million in sales for the original U.S. F-16
NVIS program completed in the first half of last year, sales to the military
for this year's first nine-months were up $0.3 million. These increases as compared to 2003 for both the third quarter and year
to date are primarily a result of improvements in the overall aerospace
market generating increased demand for our products. |
| --- | --- |
| EXPENSES AND MARGINS | Cost of products sold as a
percentage of net sales increased 2.9 percentage points to 88.4% for the
third quarter of 2004 compared to 85.5% for the same period last year. The
increase is primarily the result of increased engineering and development
costs related to new products that are in the design and development stages.
These increases are a result of an increase in engineering personnel as well
as increased costs for goods and services supplied by vendors such as
qualification testing and out sourced design work as compared to last year's
third quarter. As compared to last years third quarter the company's
spending net of nonrecurring engineering revenue for these efforts increased
by approximately $0.4 million to $1.2 million. Excluding the effect of the
increased spending on engineering and developmental costs gross margins
would have improved slightly as compared with last year. For the first
Nine-months cost of products sold as a percentage of net sales increased 4.2
percentage points to 84.4% in 2004 from 80.2% for the same period of 2003.
The increase is primarily a result of a $1.3 million increase in net
engineering and development spending as compared to the same period last
year. We expect this spending to continue into next year as we continue to
have opportunities to design new products for next generation aircraft. Selling, general and administrative and interest cost as a percent of
sales was 16.9% for the third quarter of 2004 compared with 20.2% for the
same period of 2003. The decrease is primarily attributable to a reduction
in personnel related costs as compared with the same period last year and to
a lesser extent an overall reduction in general spending activity for the
period. During the third quarter of 2004 the Company recorded a charge of
$0.15 million to bad debt expense relating to the write down of a note held
by the company. The note was entered into in 2001 when the Company sold a
former production facility and relocated to its current operation in East
Aurora New York. The face value of the note is $0.6 million and is being
carried at $0.3 million as of October 2, 2004. The issuer of the note has
missed the last three quarterly interest payments and is not in compliance
with covenants in the agreement. The Company is actively pursuing collection
of the note. Offsetting this charge was the reversal of approximately $0.1
million of accrued variable compensation that had been recorded during the
first and second quarters of 2004. Year to date Selling, general and
administrative and interest costs as a percent of sales decreased to 15.5%
in 2004 compared with 18.2% in 2003. The decrease is primarily attributable
to a reduction in personnel related costs as compared with the same period
last year and to a lesser extent an overall reduction in general spending
activity for the period and an increase in Sales. |
| INCOME FROM CONTINUING
OPERATIONS BEFORE TAXES | The Company incurred a loss from continuing operations
before taxes for the third quarter of 2004 of $0.44 million or 5.3% of sales
compared with a loss of $0.44 million or 5.7% of sales or the same period of
2003. While Sales increased $0.84 million this was offset by the increased
engineering and development costs offset partially by the decrease in
selling, general and administrative expenses that were previously discussed.
On a year-to-date basis income from continuing operations before taxes
declined from $0.40 million in 2003 to $0.02 million in 2004. This decrease
is also a result of the increased engineering and development costs offset
partially by the decrease in selling, general and administrative expenses. |
| TAXES | Our effective income tax rate or benefit recorded as a
result of the loss during the third quarter of 2004 was 19.1 % compared to
35.8 % for the same period last year. The increase of the effective rate, or
reduced benefit, during this period is a result of the portion of our tax
that is based on capital rather than on income representing a greater
portion of our income tax expense for the period as well as profits taxed at
the state level not being offset by losses incurred in other operations. On
a year to date basis our effective rate for 2004 is greater than our pre tax
income for the reasons discussed previously. Our effective tax rate for the
first nine- months of 2003 was 39.4%. |
| EARNINGS PER SHARE FROM CONTINUING OPERATIONS | Diluted Earnings (loss) per share from continuing
operations was $( .05) for the third quarter of 2004 and $(.04) for the
third quarter of 2003. Year to date diluted earnings (loss) per share from
continuing operations were $(.01) and $.03 for 2004 and 2003 respectively.
Changes in the number of shares outstanding did not impact the calculation
significantly. |
| INCOME FROM DISCONTINUED OPERATIONS | Income from discontinued operations during the third
quarter of 2004 was $ 0 as compared with a loss of $0.02 million for the
same period in 2003. The third quarter of 2003 included activities of the
discontinued Electroluminescent Lamp Group. Year to date income from
discontinued operations was $0 and $0.31 million for 2004 and 2003
respectively. 2003 discontinued operations included activities through March
14, 2003 for it's former subsidiary, MOD-PAC CORP.. MOD-PAC CORP. was spun
off effective March 14, 2003. Also included in this period was the
activities for the Electroluminescent Lamp Group that wound down it's
operations during 2003. No future impact on income is expected from these
discontinued operations. |
| NET INCOME AND EARNINGS PER SHARE | Net income (loss) totaled $(0.36) million or $(0.05) per
diluted share for the third quarter of 2004 compared to $(0.30) million or
$(0.04) per diluted share for the third quarter of 2003. The decreases in
net income and earnings per share are primarily a result in the reduction of
income from continuing operations and discontinued operations as discussed
under those headings. Changes in the number of shares outstanding did not
impact the earnings per share calculation significantly. Year to date net
income (loss) for 2004 was $(0.08) million or $(0.01) per share compared to
2003 year to date Net income of $.55 million or $0.07 per share. |
| LIQUIDITY | Cash provided by operating activities was $1.1 million
during the first nine-months of 2004, as a result of a net loss being offset
by depreciation and amortization and changes in working capital components. The Company's capital expenditures for the first half of
2004 totaled $.68 million. Capital expenditures for the balance of 2004 are
expected to be, in the range of $200 thousand to $300 thousand and are
expected to be financed from cash on hand and cash flows from operations. |
| | The Company has an $8,000,000
line of credit facility available. As of October 2, 2004 the Company had not
borrowed against the line of credit. The line is subject to annual review
and is payable on demand. The line of credit, among other requirements,
imposes certain financial performance covenants with which the Company
maintains compliance. The Company has a cash balance of slightly over $11 million at October 2,
2004. The Company believes that cash balances and cash flow from operations
will be adequate to meet the Company's operational and capital expenditure
requirements for 2004. |
| BACKLOG | The Company's backlog at October 2, 2004 was $25.6
million compared with $17.0 million at the end of the third quarter of 2003
and $18.7 million at December 31, 2003. |
| CONTRACTUAL OBLIGATIONS AND
COMMITMENTS | The Company's contractual obligations and commercial
commitments have not changed materially from disclosures in the Company's
Form 10-K for the year ended December 31, 2003. |
| MARKET RISK | Refer to the Company's Annual
Report on Form 10-K for the year ended December 31, 2003 for a complete
discussion of the Company's market risk. There have been no material changes
in the current year regarding this market risk information. |
| CRITICAL ACCOUNTING POLICIES | Refer to the Company's annual
report on Form 10-K for the year ended December 31, 2003 for a complete
discussion of the Company's critical accounting policies. There have been no
material changes in the current year regarding these critical accounting
policies. |
| NEW ACCOUNTING PRONOUNCE-MENTS | On October 13, 2004, the Financial Accounting Standards
Board reached a conclusion on Statement 123R, Share-Based Payment .
The Statement requires all public companies to measure compensation cost for
all share-based payments (including employee stock options) at fair value.
The Statement would eliminate the ability to account for share-based
compensation transactions using APB Opinion No. 25, Accounting for Stock
Issued to Employees . The Statement becomes effective for interim or
annual periods beginning after June 15, 2005. The Company will be required
to apply Statement 123R beginning July 1, 2005. Retroactive application of
the requirements of SFAS No. 123 to the beginning of the fiscal year that
includes the effective date is permitted but not required. At the present
time, the Company has not yet determined which method it will use nor has it
determined the financial statement impact. |
| FORWARD-LOOKING STATEMENTS | This Quarterly Report contains "forward-looking
statements". Such statements involve known and unknown risks, uncertainties
and other factors that could cause our actual results to differ materially
from the results expressed or implied by such statements, including general
economic and business conditions affecting our customers and suppliers,
competitors' responses to our products and services, particularly with
respect to pricing, the overall market acceptance of such products and
services. We use words like "will," "may," "should," "plan," "believe,"
"expect," "anticipate," "intend," "future" and other similar expressions to
identify forward-looking statements. You should not place undue reliance on
these forward-looking statements, which speak only as of their respective
dates. These forward-looking statements are based on our current
expectations and are subject to number of risks and uncertainties. Our
actual operating results could differ materially from those predicted in
these forward-looking statements, and any other events anticipated in the
forward-looking statements may not actually occur. |

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

See Market Risk in Item 2, above.

ITEM 4. Controls and Procedures

The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures as of October 2, 2004. Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of October 2, 2004. There were no material changes in the Company's internal control over financial reporting during the third quarter of 2004.

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings .
	None.
Item 2.	Unregistered sales of Equity
Securities and Use of Proceeds
	( c)The following table
summarizes the Company's purchases of it common stock for the quarter ended
October 2, 2004.
	Period (a) Total number of
shares Purchased (b) Average Price Paid per Share (c) total number of shares Purchased as part of Publicly Announced Plans
or Programs (d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or
Programs

| Period | (a) Total number of shares
Purchased | (b) Average Price Paid per
Share | (c) total number of shares
Purchased as part of Publicly Announced Plans or Programs | (d) Maximum Number of Shares
that May Yet Be Purchased Under the Plans or Programs |
| --- | --- | --- | --- | --- |
| July 3 - July 31, 2004 | - | - | - | 432,956 |
| August 1 - August 28, 2004 | - | - | - | 432,956 |
| August 29 - October 2, 2004 | - | - | - | 432,956 |
| Total | - | - | - | 432,956 |

| 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 |
| | (a) Exhibits |
| | Exhibit 31.1 Section 302 Certification - Chief Executive
Officer Exhibit 31.2 Section 302 Certification - Chief Financial
Officer Exhibit 32. Certification Pursuant to 18 U.S.C. Section
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ASTRONICS CORPORATION
	(Registrant)
Date: November 12, 2004	By: /s/ David C. Burney
	David C. Burney Vice President-Finance and Treasurer (Principal Financial Officer)