ASTRONICS CORP — Interim / Quarterly Report 2005

May 16, 2005

10-Q 1 form_10q.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 April 2, 2005 |
| | 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 April 2, 2005 7,825,506 shares of common stock were outstanding consisting of 5,999,450 shares of common stock ($.01 par value) and 1,826,056 shares of Class B common stock ($.01 par value).

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

ASTRONICS CORPORATION Consolidated Balance Sheet April 2, 2005 With Comparative Figures for December 31, 2004

	(Dollars in Thousands) — April 2, 2005	December 31,
	(Unaudited)	2004
Current Assets:
Cash	$ 2,915	$ 8,476
Short-term
Investments	-	1,000
Accounts Receivable	13,202	5,880
Inventories	15,390	7,110
Prepaid Expenses	763	560
Prepaid Income Taxes	291	796
Deferred Taxes	660	660
Total Current Assets	33,221	24,482
Property, Plant and
Equipment, at cost	31,620	25,252
Less Accumulated
Depreciation and Amortization	10,525	10,031
Net Property, Plant and
Equipment	21,095	15,221
Deferred Income
Taxes	460	488
Goodwill	2,566	2,615
Other Assets	3,040	2,430
Total Assets	$ 60,382	$ 45,236
Current Liabilities:
Current Maturities
of Long-term Debt	$ 905	$ 908
Note Payable	7,000	-
Current Liabilities
of Discontinued Operations	396	533
Accounts Payable	6,303	2,551
Accrued Payroll and
Employee Benefits	1,817	1,309
Program Loss Reserve	1,821	-
Advance Payment from
Customers	680	-
Other Accrued
Expenses	1,460	1,077
Total Current Liabilities	20,382	4,509
Long-term Debt	11,079	11,154
Supplemental
Retirement Plan	4,580	4,543
Other liabilities	1,050	501
Common Shareholders'
Equity:
Common Stock, $.01
par value
Authorized 20,000,000 shares,
issued
6,677,888 in 2005, 6,633,805 in
2004	67	66
Class B Common
Stock, $.01 par value
Authorized 5,000,000 shares,
issued
1,931,868 in 2005, 1,950,517 in
2004	19	19
Additional Paid-in
Capital	3,500	3,432
Accumulated Other
Comprehensive Income	609	656
Retained Earnings	22,815	22,206
	27,010	26,379
Less Treasury Stock:
784,250 shares in 2005
and 2004	3,719	3,719
Total Shareholders' Equity	23,291	22,660
	$ 60,382	$ 45,236
See notes to financial statements.

ASTRONICS CORPORATION

Consolidated Statement of Income and Retained Earnings Three Months Ended April 2, 2005 With Comparative Figures for 2004

	(Dollars in Thousands)
	(Unaudited)
	2005	2004
Sales	$ 15,656	$ 8,969
Costs and Expenses:
Cost of products
sold	12,363	7,281
Selling,
general and administrative expenses	2,207	1,267
Interest
expense, net of interest income of $13 in 2005 and $38 in 2004	126	57
Total costs and
expenses	14,696	8,605
Income Before Income
Taxes	960	364
Provision for Income
Taxes	351	138
Net Income	609	226
Retained Earnings:
Beginning of Period	22,206	22,940
End of period	$ 22,815	$ 23,166
Earnings per share:
Basic Earnings per
share	$ .08	$ .03
Diluted Earnings per
share	$ .08	$ .03
See
notes to financial statements.

ASTRONICS CORPORATION

Consolidated Statement of Cash Flows Three Months Ended April 2, 2005 With Comparative Figures for 2004

	(Dollars in Thousands)
	(Unaudited)
	2005	2004
Cash Flows from
Operating Activities:
Net income	$ 609	$ 226
Adjustments to
reconcile net income to net cash
provided by
operating activities:
Depreciation and
Amortization	616	323
Other	(11)	118
Cash flows from
changes in operating assets and liabilities, excluding effects of
acquisitions:
Accounts Receivable	(1,380)	(1,245)
Inventories	(1,162)	(411)
Prepaid Expenses	(120)	40
Accounts Payable	1,646	1,036
Income Taxes	532	105
Accrued Expenses	(280)	(359)
Net Cash provided by
(used in) Operating Activities	450	(167)
Cash Flows from
Investing Activities:
Acquisition of
business	(13,290)
Proceeds from sale
of short-term investments	1,000
Capital Expenditures	(551)	(90)
Other	(51)	(55)
Net Cash used in
Investing Activities	(12,892)	(145)
Cash Flows from
Financing Activities:
Principal Payments
on Long-term Debt and Capital Lease
Obligations	(40)	(36)
Proceeds from Note
Payable	7,000	-
Proceeds from
Issuance of Stock	34	4
Net Cash provided by
(used in) Financing Activities	6,994	(32)
Effect of Exchange
Rate Change on Cash	24	(15)
Cash (used in)
Continuing Operations	(5,424)	(359)
Cash (used in)
Discontinued Operations	(137)	(29)
Net (decrease) in
Cash and Cash Equivalents	(5,561)	(388)
Cash and Cash
Equivalents at Beginning of Period	8,476	11,808
Cash and
Cash Equivalents at End of Period	$ 2,915	$ 11,420
See notes to financial statements.

ASTRONICS CORPORATION Notes to Financial Statements

April 2, 2005

| 1) |
| --- |
| The balance sheet at December 31, 2004 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") 2004 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 first three months of 2005 and 2004 is presented in the
table below: |

			2004
(in
thousands, except per share data)
Net income as
reported	$ 609	$	226
Adjustments to
record compensation expense for stock option awards under the fair value
method of accounting	(59	)	(85
Pro Forma Net
Income	$ 550	$	141
Earnings Per Share:
Basic, as reported	$ 0.08	$	0.03
Basic, proforma	$ 0.07	$	0.02
Diluted, as reported	$ 0.08	$	0.03
Diluted, proforma	$ 0.07	$	0.02

2) Acquisition On February 3, 2005, the Company acquired the assets of the Airborne Electronic Systems (AES) business unit from a subsidiary of General Dynamics, for $13.0 million in cash at closing with an additional purchase consideration of up to $4.0 million based on 2005 revenue. The Company has arranged for and is awaiting the results of an appraisal of the fixed assets and intangible assets acquired. As such the purchase price allocation is preliminary. No amount of the additional purchase consideration has been recorded at April 2, 2005. If additional purchase consideration is ultimately paid it will increase the recorded amounts of fixed assets and intangible assets, besides goodwill. AES produces a wide range of products related to electrical power generation, control, and distribution on military, commercial, and business aircraft. No goodwill is expected as a result of this acquisition. Operating results for this acquisition are included in the consolidated statement of earnings from the acquisition date. The following summary, prepared on a pro forma basis, combines the consolidated results of operations of the Company with those of the acquired business for the three month periods ended April 2, 2005 and April 3, 2004 as if the acquisition took place at the beginning of the period. The pro forma consolidated results include the impact of certain adjustments, including, increased interest expense on acquisition debt, and related income tax effects.

(in thousands, except earnings per share)	April 2, 2005 (Unaudited)	April 3, 2004 (Unaudited)
Sales	$ 17,354	$ 15,436
Net Income (loss)	357	(267)
Basic earnings (loss) per share	$ 0.05	$ (0.03)
Diluted earnings (loss) per share	$ 0.05	$ (0.03)

3) Discontinued Operations In December of 2002 the Company announced the discontinuance of the Electroluminescent Lamp Business Group, whose business has involved sales of microencapsulated electroluminescent lamps to customers in the consumer electronics industry. The remaining liabilities of discontinued operations at April 2, 2005 consists of lease payments for equipment that was used in this business.

4) 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 2, 2005 (Unaudited)	December 31, 2004
Finished Goods	$ 1,736	$ 644
Work in Progress	4,779	1,068
Raw Material	8,875	5,398
	$ 15,390	$ 7,110

5) Comprehensive Income Comprehensive income consists of net income, foreign currency translation adjustments and mark to market adjustments for derivatives. Total comprehensive income was $562 and $186 for the first quarter of 2005 and 2004 respectively.

6)
The following table
sets forth the computation of earnings per share:
	Three Months ended
(in thousands, except per share data)	April 2, 2005	April 3, 2004
Net Income	$ 609	$ 226
Basic earnings per
Share weighted average shares	7,813	7,750
Net effect of
dilutive stock options	87	65
Diluted earnings per
share weighted average shares	7,900	7,815
Basic earnings per
share	$ .08	$ .03
Diluted earnings per
share	$ .08	$ .03

7)
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.
	Three Months ended
(in thousands)	April 2, 2005	April 3, 2004
Service cost	$ 6	$ 6
Interest cost	77	78
Amortization of
prior service cost	27	27
Net periodic cost	$ 110	$ 111
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.
	Three Months ended
(in thousands)	April 2, 2005	April 3, 2004
Service cost	$ 1	$ 1
Interest cost	10	5
Amortization of
prior service cost	8	4
Amortization of net
actuarial losses	1	-
Net periodic cost	$ 20	$ 10

8)
In the ordinary
course of business, the Company warrants its products against defect in
design, materials and workmanship typically over periods ranging up to
thirty six months. On a quarterly basis, the Company determines warranty
reserves needed by assessing exposures by product line based on experience
and current facts and circumstances. Activity in the warranty accrual is
summarized below:
	Three Months Ended
(in thousands)	April 2, 2005	April 3, 2004
Warranty accrual at
beginning of period	$ 82	$ 60
Additions from
acquisition	200	-
Additions charged to
expense	41	14
Reductions	(41)	-
Affect of foreign
currency translation	(2)	1
Warranty accrual at
end of period	$ 280	$ 75

9) New Accounting Pronouncements and Tax Law Changes On December 16, 2004 the Financial Accounting Standards Board (FASB) issued FASB Statement No. 123(R) (revised 2004), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. Statement 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Generally, the approach in Statement 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. Statement 123(R) must be adopted no later than January 1, 2006, which is when the Company expects to adopt it.

| As permitted by Statement 123, the Company currently accounts for
share-based payments to employees using Opinion 25's intrinsic value method
and, as such, generally recognizes no compensation cost for employee stock
options. Accordingly, the adoption of Statement 123(R)'s fair value method
will have an impact on our results of operations, although it will have no
impact on our overall financial position. The impact of adoption of
Statement 123(R) cannot be predicted at this time because it will depend on
levels of share-based payments granted in the future. However, had we
adopted Statement 123(R) in prior periods, the impact of that standard would
have approximated the impact of Statement 123 as described in the disclosure
of pro forma net income and earnings per share in Note 1 to our consolidated
financial statements. Statement 123(R) also requires the benefits of tax
deductions in excess of recognized compensation cost to be reported as a
financing cash flow, rather than as an operating cash flow as required under
current literature. This requirement will reduce net operating cash flows
and increase net financing cash flows in periods after adoption. While the
Company cannot estimate what those amounts will be in the future (because
they depend on, among other things, when employees exercise stock options),
no amounts of operating cash flows were recognized in prior periods for such
excess tax deductions. |
| --- |
| On April 12, 2005, New York State enacted tax legislation resulting in a
change to the New York State apportionment methodology. Beginning in 2006, a
single sales factor apportionment method will be phased in, with a single
sales factor solely used in 2008. It is expected that this enacted
legislation will result in a lower apportionment of the Company's taxable
income to New York State, resulting in lower New York state income taxes.
Accordingly, the Company's ability to use or realize New York State tax
credits may be reduced. The Company currently has a net deferred tax asset
of approximately $490 thousand related to New York State tax credits.
Additionally, the Company will assess whether this enacted legislation will
result in a change to the rate currently used to establish deferred tax
balances. The Company is assessing the impact of the new tax legislation and
will record any adjustments in the second quarter of 2005, the period of the
enactment of the tax legislation. |

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, 2004.)

| The following table sets forth
income statement data as a percent of net sales: | | |
| --- | --- | --- |
| | Percent of Net Sales | |
| | Three Months Ended | |
| | April 2 | April 3 |
| | 2005 | 2004 |
| Net Sales | 100.0 % | 100.0 % |
| Cost of products
sold | 79.0 | 81.2 |
| Selling, general and
administrative expense | 14.1 | 14.1 |
| Interest expense | 0.8 | 0.6 |
| | 93.9 % | 95.9 % |
| Income before tax | 6.1 % | 4.1 % |

ACQUISITION On February 3, 2005, the Company acquired the assets of the Airborne Electronic Systems (AES) business unit form a subsidiary of General Dynamics, for $13.0 million in cash at closing with an additional purchase consideration of up to $4.0 million based on 2005 revenue. The Company used $6 million of cash and borrowed $7 million against its line of credit to finance the acquisition. The Company has arranged for and is awaiting the results of an independent third party appraisal of the fixed assets and intangible assets acquired. As such the purchase price and purchase price allocation are preliminary. AES produces a wide range of products related to electrical power generation, control, and distribution on military, commercial, and business aircraft with annual sales of approximately $30.0 million. No goodwill is expected as a result of this acquisition. Operating results for this acquisition are included in the consolidated statement of earnings from the acquisition date.

SALES Sales for the first quarter of 2005 increased 75% to $15.7 million compared with $9.0 million for the same period last year. First quarter 2005 sales include Astronics Advanced Electronic Systems (AES), which was acquired on February 3, 2005. AES had sales of $4.8 million in the first quarter of 2005. Organic sales grew 21% year-over-year. Sales to the Business Jet market were $4.0 million, up $1.5 million, or 62%, compared with the same period in 2004. The increase of sales to the business jet market is due primarily to an increase in volume as production of new business jets by the airframe manufacturers increased over last year. Sales to the Commercial Transport market were up $4.3 million, or 229% to $6.2 million compared with the year ago period. The acquisition of AES accounted for this increase. Sales to the military market were $5.1 million, up from $4.2 million in the same period of 2004. $3.9 million of the increase is attributable to the acquisition of AES, the balance of the increase is attributed to a slight increase in demand for military products.

| EXPENSES AND MARGINS | Cost of products sold as a
percentage of sales decreased 2.2 percentage points to 79.0% for the first
quarter of 2005 compared to 81.2% for the same period last year. The
addition of AES in February of 2005 helped to reduce what would have
otherwise been an increase in cost of products sold as a percent of sales.
Also, cost of products sold includes approximately $300 thousand related to
the step-up in inventory as part of the acquisition accounting for AES that
will not affect future quarters. Excluding AES activity for 2005, cost of
products sold would have been 84.2%, an increase of 3% over last year. That
increase was primarily a result of an increase in engineering costs of $500
thousand as compared to the first quarter of 2004. These costs 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 testing and design work as compared to last year's first quarter. Selling, general and administrative (SG&A) expense as a percent of sales
was 14.1% for the first quarter of 2005 and 2004. Excluding SG&A costs of
$0.8 million attributed to AES, SG&A costs increased from $1.3 million to
$1.4 million. The increase was a result of an increase in bad debt expense
and professional fees partially offset by reductions in spending in various
other SG&A areas. Net interest expense increased by $69 thousand from $57 thousand to $126
thousand as a result of reduced interest income and increased borrowings. In
February 2005 the Company borrowed $7.0 million and used $6.0 million of
cash to acquire AES, this resulted in increased net interest expense. |
| --- | --- |
| TAXES | Our effective income tax rate for the first quarter of
2005 was 36.6 % compared to 37.9 % for the same period last year. This
effective rate is lower than the effective rate for the year ended December
31, 2004 due to a decrease in state income taxes. |
| NET INCOME AND EARNINGS PER SHARE | Net income for the first quarter of 2005 was $609
thousand, an increase of $383 thousand from $226 thousand in the first
quarter of 2004. The increased earnings as compared to the first quarter of
2004 were due primarily to the acquisition of AES. Basic and diluted
earnings per share was $.08 for the first quarter of 2005 and $.03 for the
first quarter of 2004. Changes in the number of shares outstanding did not
significantly impact the calculation. |
| LIQUIDITY | Cash provided by operating activities was $450 thousand
during the first quarter of 2005, as compared with a use of cash by
operations in 2004 of $167 thousand as a result of net income plus
depreciation and amortization and changes in working capital components. Cash used in investing activities increased to $12.9
million from $145 thousand in the first quarter of 2004 due to the $13
million acquisition of AES, and increase in capital equipment spending of
$461 thousand offset partially by proceeds from the sale of short -term
investments of $1 million. The Company's capital expenditures for the
quarter were $551 thousand. Capital expenditures for the balance of 2005 are
expected to be in the range of $1 million to $1.5 million. |

| | The Company's cash provided by financing activities increased $7.0
million to $7.0 million as a result of the $7.0 million drawn on the line of
credit to partially fund the AES acquisition. The Company has a $15 million
line of credit facility available. As of April 2, 2005 the Company had
borrowed $7.0 million 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 measured on an
annual basis with which the Company anticipates it will be compliant. The Company has a cash balance of $2.9 million at April 2, 2005. The Company believes that cash balances at April 2, 2005, cash flow from
operations and its available credit facility will be adequate to meet the
Company's operational and capital expenditure requirements for 2005. |
| --- | --- |
| BACKLOG | The Company's backlog at April 2, 2005 was $72.3 million
compared with $23.0 million at the end of the first quarter of 2004. The
backlog in the first quarter of 2005 includes $45.0 million as a result of
the AES acquisition. |
| 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, 2004, except with respect to the
Company's acquisition of AES. The following table showing the additional
obligations and commitments related to the AES acquisition should be
considered in addition to the table appearing in the Company's Form 10-K for
the year ended December 31, 2004. |

ASTRONICS ADVANCED ELECTRONIC SYSTEMS (AES) CONTRACTUAL OBLIGATIONS (in thousands)	Total	2005	2006-2007	2008-2009	After 2009
Line of Credit
borrowing	$ 7,000	$ -	$ 7,000	$ -	$ -
Operating Leases	2,391	580	1,610	201	-
Unconditional
Purchase Obligations	7,823	5,572	1,867	384	-
Total Contractual
Obligations	$ 17,214	$ 6,152	$ 10,477	$ 585	$ -

| MARKET RISK | The Company's exposure to
interest rate fluctuations increased as compared to December 31, 2004 as a
result of additional borrowings related to its acquisition of AES. The
Company had floating interest rate debt obligations totaling $19 million at
April 2, 2005. The Company has an interest rate swap on its New York
Industrial Revenue Bond which effectively fixes the rate at 4.09% on this
$4.7 million obligation through December 2005. As a result, a 1% change in
interest rates would impact annual net income by $0.1 million. Refer to the
Company's Annual Report on Form 10-K for the year ended December 31, 2004
for a complete discussion of the Company's market risk. There have been no
material changes in the current year regarding the market risk information
for its exposure to currency exchange rates. |
| --- | --- |
| CRITICAL ACCOUNTING POLICIES | Refer to the Company's annual
report on Form 10-K for the year ended December 31, 2004 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 PRONOUNCEMENTS | See note 9 in Item 1 of this Form 10Q for recently issued
accounting standards that may 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, and successful completion of our capital expansion program. 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 April 2, 2005. 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 April 2, 2005. There were no material changes in the Company's internal control over financial reporting during the first quarter of 2005.

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings .
	None.
Item 2.	Unregistered sales of equity
sequrities and use of proceeds.
	(c) the following table
summarizes the Company's purchases of its common stock for the quarter ended
April 2, 2005

| 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 |
| --- | --- | --- | --- | --- |
| January 1- January 29, 2005 | - | - | - | 432,956 |
| January 30 - February 26, 2005 | - | - | - | 432,956 |
| February 27 - April 2, 2005 | - | - | - | 432,956 |
| Total | - | - | - | 432,956 |

Item 3.
None.

Item 4.
At the annual meeting
of shareholders held April 28, 2005, the nominees to the Board of Directors
were re-elected based on the following results:
Nominees	Votes For	Votes Withholding Authority
Raymond W. Boushie	19,778,363	1,459,229
Robert T. Brady	19,746,078	1,491,514
John B. Drenning	19,309,153	1,928,439
Peter J. Gundermann	19,769,622	1,467,970
Kevin T. Keane	19,396,439	1,841,153
Robert J. McKenna	19,759,637	1,477,955
The selection of
Ernst & Young LLP as the Registrant's auditors was approved by the following
vote: 20,549,067 in favor; 672,980 against; and 15,614 abstentions. The proposal to adopt the Company's 2005 Director Stock
Option Plan was approved by the following vote: 13,166,998 in favor;
3,217,233 against; and 277,487 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
	(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

(b) Reports on Form 8-K The Company filed a form 8-K on February 11, 2005, regarding its press release announcing its 2004 annual earnings and fourth quarter results. The Company filed a form 8-K on February 8, 2005, regarding the completion of the acquisition of Astronics Advanced Electronic Systems Corp.. The Company filed a form 8-K/A, amendment No. 1 on April 19, 2005, amending its February 8, 2005 form 8-K to include information required by item 7 of form 8-K. The Company filed a form 8-K/A, amendment No. 2 to its form 8-K filed on February 8, 2005 to make corrections to the form. The Company filed a form 8-K on April 28, 2005 regarding its press release announcing its first 2005 first quarter results, indemnity agreements and amended credit agreement.

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: May 16, 2005	By: /s/ David C. Burney
	David C. Burney Vice President-Finance and Treasurer (Principal Financial Officer)