ASTRONICS CORP — Interim / Quarterly Report 2004

Aug 13, 2004

10-Q 1 form10q.htm FORM 10-Q ASTRONICS 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 July 3, 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 July 3, 2004 7,761,512 shares of common stock were outstanding consisting of 5,880,371 shares of common stock ($.01 par value) and 1,881,141 shares of Class B common stock ($.01 par value).

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

ASTRONICS CORPORATION Consolidated Balance Sheet July 3, 2004 With Comparative Figures for December 31, 2003

	(Dollars in Thousands) — July 3, 2004	December 31,
	(Unaudited)	2003
Current Assets:
Cash	$ 11,015	$ 11,808
Accounts Receivable	5,368	4,383
Inventories	6,202	5,707
Prepaid Expenses	1,379	1,378
Total Current Assets	23,964	23,276
Property, Plant and
Equipment, at cost	24,724	24,335
Less Accumulated
Depreciation and Amortization	9,723	9,216
Net Property, Plant and
Equipment	15,001	15,119
Deferred Income
Taxes	1,073	1,165
Goodwill	2,416	2,444
Other Assets	3,553	3,470
Total Assets	$ 46,007	$ 45,474
Current Liabilities:
Current Maturities
of Long-term Debt	$ 894	$ 896
Net Current
Liabilities of Discontinued Operations	375	155
Accounts Payable	2,324	1,617
Accrued Payroll and
Employee Benefits	1,225	1,278
Other Accrued
Expenses	332	563
Total current liabilities	5,150	4,509
Long-term Debt	11,987	12,482
Supplemental
Retirement Plan	4,895	4,718
Net Long-term
Liabilities of Discontinued Operations	160	397
Other liabilities	577	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	65	65
Class B Common
Stock, $.01 par value
Authorized 5,000,000 shares,
issued
1,986,953 in 2004, 2,042,926 in
2003	20	20
Additional Paid-in
Capital	3,303	3,269
Accumulated Other
Comprehensive Income	346	365
Retained Earnings	23,223	22,940
	26,957	26,659
Less Treasury Stock:
784,250 shares in 2004
and 2003	3,719	3,719
Total Shareholders' Equity	23,238	22,940
	$ 46,007	$ 45,474
See notes to financial statements.

ASTRONICS CORPORATION

Consolidated Statement of Income and Retained Earnings Period Ended July 3, 2004 With Comparative Figures for 2003

(Dollars in Thousands)
(Unaudited)
Six Months Ended	Three Months Ended

	July 3, 2004	June 28, 2003	July 3, 2004	June 28, 2003
Net Sales	$ 17,909	$ 17,247	$ 8,940	$ 8,562
Costs and Expenses:
Cost of products
sold	14,772	13,430	7,491	6,734
Selling, general and administrative expenses	2,532	2,891	1,265	1,413
Interest expenses,
net of interest income of $45 in 2004 and $93 in 2003	142	94	85	21
Total costs and
expenses	17,446	16,415	8,841	8,168
Income from
Continuing
Operations Before
Income Taxes	463	832	99	394
Provision for Income
Taxes	180	312	42	151
Income from
Continuing Operations	283	520	57	243
Income from
discontinued Operations	-	327	0	48
Net Income	$ 283	$ 847	$ 57	$ 291
Retained Earnings:
Beginning of period	$ 22,940	$ 42,831
Spin off of MOD-PAC
CORP.	-	(21,003)
End of period	$ 23,223	$ 22,675
Earnings per share:
Basic Earnings per
share:
Continuing operations	$ .04	$ .07	$ .01	$ .03
Discontinued operations	-	.04	-	.01
Net Income	$ .04	$ .11	$ .01	$ .04
Diluted Earnings per
share:
Continuing operations	$ .04	$ .07	$ .01	$ .03
Discontinued operations	-	.04	-	.01
Net Income	$ .04	$ .11	$ .01	$ .04
See notes to financial statements.

ASTRONICS CORPORATION

Consolidated Statement of Cash Flows Six Months Ended July 3, 2004 With Comparative Figures for 2003

	(Dollars in Thousands)
	(Unaudited)
	July 3, 2004		June 28, 2003
Cash Flows from
Operating Activities:
Income From
Continuing Operations	$ 283	$	520
Adjustments to
reconcile net income to net cash
provided by
operating activities:
Depreciation and
Amortization	658		608
Other	214		107
Cash flows from
changes in operating assets and liabilities, excluding effects of
acquisitions:
Accounts Receivable	(1,007	)	(586)
Inventories	(517)		369
Prepaid Expenses	(141)		(373	)
Accounts Payable	715		270
Income Taxes	162		(149)
Accrued Expenses	(110	)	(525	)
Net Cash provided by
Operating Activities	257		241
Cash Flows from
Investing Activities:
Additions to Other
Assets	(133	)	(57	)
Capital Expenditures	(405	)	(129	)
Net Cash used in
Investing Activities	(538	)	(186	)
Cash Flows from
Financing Activities:
Principal Payments
on Long-term Debt and Capital Lease
Obligations	(474	)	(458	)
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	(470)		3,213
Effect of Exchange
Rate Change on Cash	(25)		25
Cash (used in)
provided by Continuing Operations	(776)		3,293
Cash (used in)
Discontinued Operations	(17)		(181)
Net increase
(decrease) in Cash and Cash Equivalents	(793)		3,112
Cash and Cash
Equivalents at Beginning of Period	11,808		7,722
Cash and Cash
Equivalents at End of Period	$ 11,015	$	10,834
Cash payments for:
Interest	$ 214	$	233
Income taxes	(30)		1,009
See notes to financial statements.

ASTRONICS CORPORATION Notes to Financial Statements

July 3, 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 six months and second quarters are
presented in the table below: |

(Dollars in Thousands)
(Unaudited)
Six Months Ended		Three Months Ended
July 3, 2004	June 28, 2003	July 3, 2004	June 28, 2003

Income from Continuing Operations as reported	$	$	$	$
Adjustments to record compensation expense for stock option awards under the
fair value method of accounting	$ (188)	$ (278)	$ (104)	$ (146)

Pro Forma Income (loss) from Continuing Operations	$	$	$	$
Net Income as reported	$ 283	$ 847	$ 57	$ 291
Adjustments to record compensation expense for stock option awards under the
fair value method of accounting	$ (188)	$ (65)	$ (104)	$ 68

Pro Forma Net Income (loss)	$	$	$	$
Pro Forma Basic Earnings (loss) Per Share:
Continuing Operations	$ 0.01	$ 0.03	$ (0.01)	$ 0.01
Net Income	$ 0.01	$ 0.10	$ (0.01)	$ 0.05
Pro Forma Diluted Earnings (loss) Per Share:
Continuing Operations	$ 0.01	$ 0.03	$ (0.01)	$ 0.01
Net Income	$ 0.01	$ 0.10	$ (0.01)	$ 0.05

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)	July 3, 2004 (Unaudited)	December 31, 2003
Finished Goods	$ 506	$ 501
Work in Progress	1,270	1,166
Raw Material	4,426	4,040
	$ 6,202	$ 5,707

4) Comprehensive Income Comprehensive income consists of net income, foreign currency translation adjustments and mark to market adjustments for derivatives. Total comprehensive income was $78 and $549 for the second quarter of 2004 and 2003 respectively and $264 and $1,285 for 2004 and 2003 year to date.

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

(in thousands, except for per share data)	July 4, 2004	June 28, 2003	Three Months Ended — July 3, 2004	June 28, 2003
Income from continuing operations	$ 283	$ 520	$ 57	$ 243
Income from discontinued operations	-	327	-	48
Net Income	$ 283	$ 847	$ 57	$ 291
Basic earnings per Share weighted average shares	7,762	7,784	7,762	7,736
Net effect of dilutive stock options	54	63	54	36
Diluted earnings per share weighted average shares	7,816	7,847	7,816	7,772
Basic earnings per share:
Continuing operations	$ 0.04	0.07	0.01	$ 0.03
Discontinued operation	-	0.04	-	0.01
Net Income	$ 0.04	0.11	0.01	$ 0.04
Diluted earnings per share:
Continuing operations	$ 0.04	0.07	0.01	$ 0.03
Discontinued operation	-	0.04	-	0.01
Net Income	$ 0.04	0.11	0.01	$ 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)	Six Months Ended — July 3, 2004	June 28, 2003	Three Months Ended — July 3, 2004	June 28, 2003
Service cost	$ 12	$ 14	$ 6	$ 7
Interest cost	156	176	78	88
Amortization of prior service cost	54	44	27	22
Amortization of net actuarial losses	-	26	-	13
Net periodic cost	$ 222	$ 260	$ 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)	Six Months Ended — July 3, 2004	June 28, 2003	Three Months Ended — July 3, 2004	June 28, 2003
Service cost	$ 2	$ 2	$ 1	$ 1
Interest cost	10	10	5	5
Amortization of prior service cost	8	8	4	4
Amortization of net actuarial losses	-	4	-	2
Net periodic cost	$ 20	$ 24	$ 10	$ 12

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 | |
| --- | --- | --- | --- | --- |
| | Six Months Ended | | Three Months Ended | |
| | July 3, 2004 | June 28, 2003 | July 3, 2004 | June 28, 2003 |
| Net Sales | 100 % | 100 % | 100 % | 100 % |
| Cost of products sold | 82.5 | 77.9 | 83.8 | 78.6 |
| Selling, general and | | | | |
| administrative and interest expense | 14.9 | 17.3 | 15.1 | 16.7 |
| | 97.4 % | 95.2 % | 98.9 % | 95.3 % |
| Operating Income | 2.6 % | 4.8 % | 1.1 % | 4.7 % |

| NET SALES | Net sales for the second quarter
of 2004 increased 4.4% to $8.94 million compared with $8.56 million for the
same period last year. The 4.4% increase in sales in the 2004 second quarter
was the result of a 30.8% increase in sales to the business jet market.
Sales to this market were $2.7 million in the 2004 second quarter, up $.6
million from sales of $2.1 million in the second quarter last year. The
increase more than offset lower sales to the military and commercial
transport markets. Military sales in the second quarter of this year were
$4.1 million, down $.4 million from the same period last year. Sales to the
commercial transport market in the 2004 second quarter were $1.6 million
compared with $1.7 million in the same period last year. For the six month
period ended July 3, 2004, Astronics had net sales of $17.9 million, a 3.8%
increase over the first six months of last year. This increase was the
result of a $1.0 million increase in business jet market sales and slightly
higher sales to the commercial transport market. These increases more than
offset the $782 thousand decline in sales to the military. Excluding $718
thousand in sales for the completed U.S. F-16 NVIS program in the first half
of last year, sales to the military for this year's first half were
relatively flat. |
| --- | --- |
| EXPENSES AND MARGINS | Cost of products sold as a
percentage of net sales increased 5.2 percentage points to 83.8% for the
second quarter of 2004 compared to 78.6% 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
second quarter. As compared to last years second quarter the company's
spending for these efforts increased by approximately $.4 million. Excluding
the effect of the increased spending on engineering and developmental costs
gross margins would have been relatively consistent with last year. For the
first six months cost of products sold as a percentage of net sales
increased 4.6 percentage points to 82.5% in 2004 from 77.9% for the same
period of 2003. The increase is a result of a $.9 million increase in
engineering and development spending as compared to the same period last
year. Over the next six months we expect these costs to continue at or
slightly above the current rates. Selling, general and administrative and interest cost as a percent of
sales was 15.1% for the second quarter of 2004 compared with 16.7% 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. Year to date Selling, general and administrative costs as a percent
of sales decreased to 14.9% in 2004 compared with 17.3% 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. |
| INCOME FROM CONTINUING
OPERATION BEFORE TAXES | Income from continuing operations before taxes for the
second quarter of 2004 was $99 thousand or 1.1% of sales compared with $394
thousand or 4.7% of sales for the same period of 2003. This decrease both in
dollars and as a percentage of sales is attributable to 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 $832 thousand in 2003 to $463 thousand 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 for the second quarter of
2004 was 42.9 % compared to 38.3 % for the same period last year. The
increase of the effective rate 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. On a year to date
basis our effective rate for 2004 is 38.8% as compared with 37.5% for the
same period of 2003. |
| EARNINGS PER SHARE FROM CONTINUING OPERATIONS | Diluted Earnings per share from continuing operations was
$ .01 for the second quarter of 2004 and $.03 for the second quarter of
2003. Year to date diluted earnings per share from continuing operations
were $.04 and $.07 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 second
quarter of 2004 was $ 0 as compared with $48 thousand for the same period in
2003. The second quarter of 2003 included activities of the discontinued
Electroluminescent Lamp Group. Year to date income from discontinued
operations was $0 and $327 thousand 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 totaled $57 thousand or $.01 per diluted share
for the second quarter of 2004 compared to $ 291 thousand or $.04 per
diluted share for the second 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. |
| LIQUIDITY | Cash provided by operating activities was $257 thousand
during the first half of 2004, as a result of net income plus depreciation
and amortization and changes in working capital components. The Company's capital expenditures for the first half of
2004 totaled $405 thousand. Capital expenditures for the balance of 2004 are
expected to be consistent with prior years, in the range of $250 thousand to
$500 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 July 3, 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 July 3,
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 July 3, 2004 was $22.3 million
compared with $18.4 million at the end of the second 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 | There are no recently issued accounting standards that
will have a material impact on our financial position or results of
operations |
| 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 July 3, 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 July 3, 2004. There were no material changes in the Company's internal control over financial reporting during the second quarter of 2004.

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings .
	None.
Item 2.	Changes in Securities and Use
of Proceeds .

| 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 |
| --- | --- | --- | --- | --- |
| April 4 - May 1, 2004 | - | - | - | 432,956 |
| May 2 - May 30, 2004 | - | - | - | 432,956 |
| May 31 - July 3, 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 and Reports on Form 8-K |
| | (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 |

| Reports on Form 8-K |
| --- |
| The Company filed an 8-K on April 29, 2004 , regarding its press
release of its 2004 first quarter earnings. The Company filed an 8-K/A on
May 5, 2004 , regarding its press release of its 2004 first quarter
earnings. |
| 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: August 13, 2004	By: /s/ David C. Burney
	David C. Burney Vice President-Finance and Treasurer (Principal Financial Officer)

Exhibit 31.1

SECTION 302 CERTIFICATION

I, Peter J. Gundermann, President and Chief Executive Officer, certify that:

| 1. | I have reviewed this quarterly report on Form 10-Q of
Astronics Corporation; | |
| --- | --- | --- |
| 2. | Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this quarterly report; | |
| 3. | Based on my knowledge, the financial statements, and
other financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this quarterly report; | |
| 4. | The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the
registrant and have: | |
| | a. | Designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared; |
| | b. | Evaluated the effectiveness of the registrant's
disclosure controls and procedures presented in this report our conclusions
about effectiveness of the disclosure controls and procedures, as of the end
of the period covered this based on such evaluation; and |
| | c. | Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal control
over financial reporting; and; |
| 5. | The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions): | |
| | a. | All significant deficiencies in the design or operation
of internal control which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and |
| | b. | Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and |

Date: August 13, 2004
/s/ Peter J. Gundermann
Peter J. Gundermann
President and Chief Executive Officer

Exhibit 31.2

SECTION 302 CERTIFICATION

I, David C. Burney, Chief Financial Officer, certify that:

| 1. | I have reviewed this quarterly report on Form 10-Q of
Astronics Corporation; | |
| --- | --- | --- |
| 2. | Based on my knowledge, this quarterly report does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this quarterly report; | |
| 3. | Based on my knowledge, the financial statements, and
other financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this quarterly report; | |
| 4. | The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the
registrant and have: | |
| | a. | Designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared; |
| | b. | Evaluated the effectiveness of the registrant's
disclosure controls and procedures presented in this report our conclusions
about effectiveness of the disclosure controls and procedures, as of the end
of the period covered this based on such evaluation; and |
| | c. | Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal control
over financial reporting; and; |
| 5. | The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions): | |
| | a. | All significant deficiencies in the design or operation
of internal control which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and |
| | b. | Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and |

Date: August 13, 2004
/s/ David C. Burney
David C. Burney
Chief Financial Officer

Exhibit 32

SECTION 906 CERTIFICATION

We, Peter J. Gundermann, Chief Executive Officer of Astronics Corporation (the "Company")and David C. Burney Chief Financial Officer of Astronics Corporation, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

| 1. | The Quarterly Report on Form 10-Q of the Company for the quarter
ended July 3, 2004 (the "Report") fully complies with the requirements
of section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C.
78m); and |
| --- | --- |
| 2. | The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company. |

| Dated: August 13, 2004 | /s/
Peter J. Gundermann |
| --- | --- |
| | Peter J. Gundermann Title: Chief Executive Officer |
| Dated: August 13, 2004 | /s/
David C. Burney |
| | David C. Burney Title: Chief Financial Officer |

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.