SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549Form 10-K[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended:December 31, 2000Commission file number:0-7087ASTRONICS 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)Registrant's telephone number
including area code(716) 447-9013Securities registered pursuant to Section 12(b) of the Act: NoneSecurities 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 twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.
Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (__)
As of March 7, 2001, 5,311,793 shares of Common Stock and 1,047,963 shares of Class B Stock were outstanding, and the aggregate market value of the shares of Common Stock and Class B Stock (assuming conversion of all of the outstanding Class B Stock into Common Stock) of Astronics Corporation held by non-affiliates was approximately $85,093,535.
Documents incorporated by reference: Portions of the Company’s 2000 Annual Report to Shareholders are incorporated into Parts II and III of this Report. Portions of the Company’s Proxy Statement for the 2001 Annual Meeting of Shareholders dated March 19, 2001 are incorporated by reference into Part III of this Report.
PART IItem 1. BUSINESS
Operations in different industries on page 16 of the Annual Shareholders’ Report for the year ended December 31, 2000 is incorporated herein by reference.
General Development of Business
The major factors affecting the development of the business in 2000 are discussed under the caption “Net Sales” on page 19 of the Annual Shareholders ’ Report for the year ended December 31, 2000, and is incorporated herein by reference.
Sources and Availability of Raw Materials
“Market Risk” on page 22 of the Annual Shareholders’ Report for the year ended December 31, 2000 is incorporated herein by reference.
Seasonality
The Printing and Packaging segment is somewhat seasonal. Typical annual business patterns see 55 – 60% of this segment’s revenues realized in the second half of the year, with the fourth quarter generally being the strongest.
Practices as to Maintaining Working Capital
“Liquidity” on page 21 of the Annual Shareholders’ Report for the year ended December 31, 2000 is incorporated herein by reference.
Competitive Conditions
Astronics experiences considerable competition in its segments, principally in the areas of product performance and price, from various competitors, many of which are substantially larger and have greater resources. Success in the Aerospace and Electronics segment depends upon product innovation, customer support, responsiveness, and cost management. Astronics continues to invest in developing the tools critical to competing in today’s worldwide markets. Success in Specialty Packaging is dependent upon competitive pricing, innovative and responsive customer support and short lead time delivery performance. Astronics has invested and will continue to invest in state-of-the-art process and systems technology.
Backlog
“Backlog” on page 21 of the Annual Shareholders’ Report for the year ended December 31, 2000 is incorporated herein by reference.
Patents
The Company has a number of patents and has filed numerous applications for others. While the aggregate protection of these patents is of value, the Company does not consider that the successful conduct of any material part of its business is dependent upon the protection afforded by these patents. The Company’s patents and patent applications relate to electroluminescence, instrument panels, keyboard technology and various components used in their manufacture. The Company regards its expertise and techniques as proprietary and relies upon trade secret laws and contractual arrangements to protect its rights.
Research Activities
The Company is engaged in a variety of research and development activities directed to the improvement and application of the Company’s technologies. The extent of the Company’s engagement in pure research, however, is not material.
Employees
The Company employed approximately 703 employees as of December 31, 2000, including 435 in the Aerospace and Electronics segment, 268 in the Printing and Packaging segment and 6 at the corporate level, compared to 521 as of December 31, 1999, including 299 in the Aerospace and Electronics segment, 216 in the Printing and Packaging segment and 6 at the corporate level as of that date. The Company considers its relations with its employees to be good.
Item 2. PROPERTIES
Corporate Headquarters
The Company’s corporate office occupies approximately 2,000 square feet at 1801 Elmwood Avenue, Buffalo, NY 14207, in a building which is shared with the Printing and Packaging segment.
Aerospace and Electronics
The Company owns manufacturing and office facilities of approximately 115,000 square feet in the Buffalo, New York area and 80,000 square feet in Lebanon, New Hampshire.
Printing and Packaging
The Company owns buildings totaling approximately 250,000 square feet in the Buffalo, New York area for its manufacturing and office facilities.
The Company believes that its properties are suitable and adequate for the purpose for which they are employed. Additions and expansions are made as needed. In general, the capacity of the Company’s properties are in excess of its current requirements.
Item 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings, other than routine litigation incidental to the business, to which the Registrant or any of its subsidiaries is a party or of which any of their property is the subject.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
PART IIItem 5. MARKET FOR THE COMPANY’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information with respect to the market price of and dividends on the Company’s Common Stock and related shareholder matters appears on the inside back cover and pages 18 and 24 of the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2000, and is incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA
Selected Financial Data appears on page 18 of the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2000, and is incorporated herein by reference.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s discussion and analysis of financial condition, changes in financial condition and results of operations appears on pages 19 through 22 of the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2000, and is incorporated herein by reference.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk disclosures appear on page 22 of the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2000, and is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements of Astronics Corporation which are incorporated by reference in this Annual Report on Form 10-K are described in the accompanying Index to Financial Statements at Item 14 of this Report.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART IIIItem 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The information regarding directors is contained under the captions “Election of Directors ” and “Record Date and Voting Securities” in the Company’s definitive Proxy Statement dated March 19, 2001, and is incorporated herein by reference.
Certain information regarding executive officers is contained under the captions “Executive Compensation” and “Record Date and Voting Securities” in the Company’s definitive Proxy Statement dated March 19, 2001 and on the back inside cover of the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2000, submitted herewith as an exhibit, which are both incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The information contained under the caption “Executive Compensation” in the Company’s definitive Proxy Statement dated March 19, 2001 is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required is contained under the caption “Record Date and Voting Securities” in the Company’s definitive Proxy Statement dated March 19, 2001, and is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of March 19, 2001, the Company knows of no relationships required to be disclosed pursuant to Item 404 of Regulation S-K.
PART IVItem 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) The documents filed as a part of this report are as follows:
1. Consolidated Financial Statements
2. Financial Statement Schedules
| | See Index to Financial Statements and Financial Statement Schedules.
All other consolidated financial schedules are omitted because they are inapplicable, not required, or the information is included elsewhere in the consolidated financial statements or the notes thereto. |
3. Exhibits
Exhibit No. Description
3(a) Restated Certificate of Incorporation, as amended;
incorporated by reference to exhibit 3(a) of the
Registrant's December 31, 1988 Annual Report on
Form 10-K.
(b) By-Laws, as amended; incorporated by reference to
exhibit 3(b) of the Registrant's December 31, 1996
Annual Report on Form 10-K.
10.1* Restated Thrift and Profit Sharing Retirement Plan;
incorporated by reference to exhibit 10.1 of the
Registrant's December 31, 1994 Annual Report on
Form 10-KSB.
10.2* Incentive Stock Option Plan; incorporated by reference
to the Registrant's definitive proxy statement dated
March 26, 1982.
10.3* Director Stock Option Plan; incorporated by reference
to the Registrant's definitive proxy statement dated
March 16, 1984.
10.4* 1992 Incentive Stock Option Plan; incorporated by
reference to the Registrant's definitive proxy
statement dated March 30, 1992.
10.5* 1993 Director Stock Option Plan; incorporated by
reference to the Registrant's definitive proxy
statement dated March 19, 1993.
10.6* 1997 Director Stock Option Plan; incorporated by
reference to the Registrant's definitive proxy
statement dated March 14, 1997.
10.7* 2001 Incentive Stock Option Plan; incorporated by
reference to the Registrant's definitive proxy
statement dated March 19, 2001.
10.8* Non-Qualified Supplemental Retirement Plan;
incorporated by reference from the Registrant's 1999
Annual Report on Form 10-K.
13 2000 Annual Report to Shareholders; filed herewith.
(Except for those portions which are expressly
incorporated by reference in this Annual Report on Form
10-K, this exhibit is furnished for the information
of the Securities and Exchange Commission and is not
deemed to be filed as part of this Annual Report on
Form 10-K.)
21 Subsidiaries of the Registrant; filed herewith.
23 Consent of Independent Auditors; filed herewith.
* Identifies a management contract or compensatory plan or arrangement as
required by Item 14(a)(3) of Form 10-K.
(b) Reports on Form 8-K
None
ASTRONICS CORPORATIONINDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULESThe consolidated financial statements, together with the report thereon of Ernst & Young LLP dated January 19, 2001, appearing on pages 6 to 17 of the accompanying 2000 Annual Report to Shareholders are incorporated by reference in this Annual Report on Form 10-K.
Financial schedules for the years 2000, 1999, and 1998:
Valuation and Qualifying Accounts (set forth below)
ASTRONICS CORPORATIONValuation and Qualifying Accounts
(in thousands)
Balance at the Charged to
Beginning of Costs and Write-offs/ Balance at
Year Description Period Expense Recoveries End of Period
- ---- ------------ -------------- --------- ---------- --------------
2000 Allowance for Doubtful Accounts $178 $ 54 $ (50) $182
1999 Allowance for Doubtful Accounts $238 $ (55) $ (5) $178
1998 Allowance for Doubtful Accounts $227 $ 74 $ (63) $238
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange A ct of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 19, 2001.
Astronics Corporation
/s/Kevin T. Keane
Kevin T. Kean,President
and Chief Executive Officer | | /s/C. Anthony Rider
C. Anthony Rider, Vice President-Finance
and Treasurer, Principal Financial and
Accounting Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Robert T. Brady Director March 19, 2001
Robert T. Brady
/s/ John B. Drenning Director March 19, 2001
John B. Drenning
/s/ Peter J. Gundermann Director March 19, 2001
Peter J. Gundermann
/s/ Daniel G. Keane Director March 19, 2001
Daniel G. Keane
/s/ Kevin T. Keane Director March 19, 2001
Kevin T. Keane
/s/ Robert J. McKenna Director March 19, 2001
Robert J. McKenna
ASTRONICS CORPORATIONINDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
3(a) Restated Certificate of Incorporation, as amended;
incorporated by reference to exhibit 3(a) of the
Registrant's December 31, 1988 Annual Report on
Form 10-K.
(b) By-Laws, as amended; incorporated by reference to the
Registrant's December 31, 1996 Annual Report on
Form 10-K.
10.1* Restated Thrift and Profit Sharing Retirement Plan;
incorporated by reference to the Registrant's
December 31, 1994 Annual Report on Form 10-KSB.
10.2* Incentive Stock Option Plan; incorporated by reference
to the Registrant's definitive proxy statement dated
March 26, 1982.
10.3* Director Stock Option Plan; incorporated by reference
to the Registrant's definitive proxy statement dated
March 16, 1984.
10.4* 1992 Incentive Stock Option Plan; incorporated by
reference to the Registrant's definitive proxy
statement dated March 30, 1992.
10.5* 1993 Director Stock Option Plan; incorporated by
reference to the Registrant's definitive proxy
statement dated March 19, 1993.
10.6* 1997 Director Stock Option Plan; incorporated by
reference to the Registrant's definitive proxy
statement dated March 14, 1997.
10.7* 2001 Incentive Stock Option Plan; incorporated by
reference to the Registrant's definitive proxy
statement dated March 19, 2001.
10.8* Non-Qualified Supplemental Retirement Plan;
incorporated by reference from the Registrant's 1999
Annual Report on Form 10-K.
13 2000 Annual Report to Shareholders; filed herewith.
(Except for those portions which are expressly
incorporated by reference to the Annual Report on
Form 10-K, this exhibit is furnished for the
information of the Securities and Exchange Commission
and is not deemed to be filed as part of this Annual
Report on Form 10-K.)
21 Subsidiaries of the Registrant; filed herewith.
23 Consent of Independent Auditors; filed herewith.
* Identifies a management contract or compensatory plan or arrangement as
required by Item 14(a)(3) of Form 10-K.
