SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-Q
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(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended April 1, 2000
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
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Commission file number 0-7087
ASTRONICS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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New York
(State or Other Jurisdiction of Incorporation or Organization)
16-0959303
(I.R.S. Employer Identification No.)
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1801 Elmwood Avenue
Buffalo, New York 14207
(Address of Principal Executive Office) (Zip Code)
716-447-9013
(Registrant's Telephone Number, Including Area Code)
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Securities registered pursuant to Section 12(g) of the Act:
$.01 par value Common Stock, $.01 par value Class B Stock
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
----- -----
As of April 1, 2000, 5,023,256 shares of $.01 par value common stock and 665,962
shares of $.01 par value Class B common stock were outstanding.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
ASTRONICS CORPORATION
Consolidated Balance Sheet
April 1, 2000
With Comparative Figures for December 31, 1999
(Dollars in Thousands)
April 1, 2000 December 31,
(Unaudited) 1999
--------- ----
Current Assets:
Cash .......................................... $ 460 $ 1,153
Accounts receivable ........................... 7,682 6,852
Inventories ................................... 9,344 8,721
Prepaid expenses .............................. 781 455
-------- --------
Total current assets ....................... 18,267 17,181
Property, Plant and Equipment, at cost ........... 57,126 55,956
Less accumulated depreciation
and amortization ............................ 20,459 19,787
-------- --------
Net property, plant and equipment .......... 36,667 36,169
Unexpended Industrial Revenue Bond Proceeds ...... 2,617 3,508
Other Assets ..................................... 3,013 2,994
-------- --------
$ 60,564 $ 59,852
======== =========
Current Liabilities:
Current maturities of long-term liabilities ... $ 706 $ 762
Accounts payable .............................. 7,009 8,560
Accrued expenses .............................. 1,523 2,250
Income taxes .................................. 404 166
-------- --------
Total current liabilities .................. 9,642 11,738
Other Liabilities ................................ 22,057 20,277
Shareholders' Equity:
Common stock, $.01 par value
Authorized 10,000,000 shares, issued
5,342,661 in 2000, 5,327,112 in 1999 ........ 53 53
Class B common stock, $.01 par value
Authorized 5,000,000 shares, issued
665,962 in 2000, 667,326 in 1999 .............. 7 7
Additional paid-in capital .................... 2,932 2,912
Retained earnings ............................. 26,735 25,727
-------- --------
29,727 28,699
Less shares in Treasury, at cost .............. 862 862
-------- --------
Total shareholders' equity ................. 28,865 27,837
-------- --------
$ 60,564 $ 59,852
======== =========
See notes to financial statements.
ASTRONICS CORPORATION
Consolidated Statement of Income and Retained Earnings
Three Months Ended April 1, 2000
With Comparative Figures for 1999
(Dollars in Thousands)
(Unaudited)
2000 1999
---- ----
Net Sales ........................................... $ 15,150 $ 12,325
Costs and Expenses:
Cost of products sold ............................ 11,624 8,726
Selling, general and administrative expenses ..... 2,089 2,137
Interest expenses, net of interest income
of $53 in 2000 and $5 in 1999 .................. 68 71
--------- ---------
Total costs and expenses ....................... 13,781 10,934
--------- ---------
Income before taxes ................................. 1,369 1,391
Provision for income taxes .......................... 361 458
--------- ---------
Net Income .......................................... 1,008 933
Retained Earnings:
January 1 ........................................ 25,727 20,932
--------- ---------
April 1 .......................................... $ 26,735 $ 21,865
========= =========
Earnings per share:
Basic ............................................ $ .18 $ .17
========= =========
Diluted .......................................... $ .17 $ .16
========= =========
See notes to financial statements.
ASTRONICS CORPORATION
Consolidated Statement of Cash Flows
Three Months Ended April 1, 2000
With Comparative Figures for 1999
(Dollars in Thousands)
(Unaudited)
2000 1999
---- ----
Cash Flows from Operating Activities:
Net income .......................................... $ 1,008 $ 933
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization ..................... 959 855
Provision for doubtful accounts ................... (50) 35
Provision for deferred taxes ...................... 35 41
Supplemental retirement plan ...................... 97 52
Cash flows from changes in operating
assets and liabilities:
Accounts receivable ............................. (779) (513)
Inventories ..................................... (623) (49)
Prepaid expenses ................................ (301) 371
Accounts payable ................................ (1,550) 788
Accrued expenses ................................ (728) (853)
Income taxes .................................... 238 158
--------- --------
Net Cash provided by Operating Activities ........... $ (1,694) $ 1,818
--------- --------
Cash Flows from Investing Activities:
Change in other assets .............................. (101) (170)
Capital expenditures ................................ (1,401) (3,206)
--------- --------
Net Cash provided (used) by Investing Activities .... $ (1,502) $(3,376)
--------- --------
Cash Flows from Financing Activities:
New long-term debt ................................. 1,700 --
Principal payments on long-term debt and capital
lease obligations ............................... (107) (1,112)
Unexpended industrial revenue bond proceeds ......... 891 2,169
Proceeds from issuance of stock ..................... 19 2
--------- --------
Net Cash provided by Financing Activities .............. $ 2,503 $ 1,059
--------- --------
Net increase (decrease) in Cash and Cash Equivalents ... (693) (499)
Cash and Cash Equivalents at Beginning of Year ......... 1,153 523
--------- --------
Cash and Cash Equivalents at April 1 ................... $ 460 $ 24
========= =======
Disclosure of cash payments for:
Interest ............................................ $ 123 $ 101
Income taxes ........................................ 86 258
See notes to financial statements.
ASTRONICS CORPORATION
Notes to Financial Statements
April 1, 2000
1) The accompanying unaudited statements have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. The results of
operations for any interim period are not necessarily indicative of results
for the full year. Operating results for the three-month period ended April
1, 2000 are not necessarily indicative of the results that may be expected
for the year ended December 31, 2000.
The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date, but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
For further information, refer to the financial statements and footnotes
thereto included in the Company's 1999 annual report.
2) Inventories are stated at the lower of cost or market, cost being
determined in accordance with the first-in, first-out method. Inventories
are as follows:
(in thousands)
April 1, 2000 December 31,
(Unaudited) 1999
--------- ----
Finished Goods $ 2,187 $ 1,936
Work in Progress 1,458 1,476
Raw Material 5,699 5,309
------- -------
$ 9,344 $ 8,721
======= =======
Other liabilities consist of the following:
(in thousands)
April 1, 2000 December 31,
(Unaudited) 1999
--------- ----
Long-term Debt $ 10,567 $ 8,878
Long-term Obligations under
Capital Leases 7,028 7,069
Deferred Income Taxes 1,285 1,250
Deferred Compensation 2,587 2,482
Other 590 598
-------- --------
$ 22,057 $ 20,277
======== ========
ASTRONICS CORPORATION
Notes to Financial Statements (Continued)
April 1, 2000
4) The Company operates in two areas: Aerospace and Electronics, and Specialty
Packaging. Astronics' Aerospace and Electronics segment designs and
manufactures special lighting systems for aircraft cockpits, cabins, and
exterior environments. The segment also manufactures electroluminescent
(EL) lamps used to backlight liquid crystal displays, which are commonly
used in portable telephones, watches, pagers, and personal digital
assistants (PDAs). Astronics' Specialty Packaging segment involves the
design, manufacturing and marketing of folding paperboard packaging for
customers' delivery of their products and high quality custom imprinting of
napkins, invitation and other paper products. The Company is a dominant
provider of custom folding boxes in chosen markets.
(in thousands)
Three Months Three Months
Ended April 1, 2000 Ended April 3, 1999
----------------------- ------------------------
Aerospace Aerospace
and Specialty and Specialty
Electronics Packaging Electronics Packaging
----------- --------- ----------- ---------
Sales to external customers $ 9,426 $ 5,724 $ 6,838 $ 5,487
Income before taxes 734 735 978 455
Segment assets 32,361 26,441 19,168 24,102
The Aerospace and Electronics segment is in the process of completing a
70,000 square foot facility for its New York operation. The asset value of
the land, building construction in progress, equipment, unexpended
Industrial Revenue Bond proceeds, and the increase in purchased parts
(inventory) for the F-16 program account for the major increase in segment
assets.
A reconciliation of combined income before taxes for the three-month period
is as follows:
(in thousands)
Three Months Ended
April 1, 2000 April 3, 1999
------------- -------------
Income before taxes from segments $1,469 $1,433
Corporate expenses, net (100) (42)
------ ------
Income before taxes $1,369 $1,391
ASTRONICS CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following table sets forth as a percent of net sales certain items reflected
in the financial data and the percentage increase (decrease) of such items as
compared to the prior period.
Percent of Net Sales Period-to-Period
Three months ended April 1, Increase (Decrease)
--------------------------- -------------------
2000 1999 1999-2000
---- ---- ---------
Net Sales:
Aerospace and Electronics 62.2% 55.5% 37.8 %
Specialty Packaging 37.8 44.5 4.3 %
----- -----
100.0% 100.0% 22.9 %
Cost of products sold 76.7 70.8 33.2 %
Selling, general and
administrative expenses 13.8 17.3 (2.2)%
Interest expenses, net .5 .6 (4.2)%
----- -----
91.0% 88.7% 26.0 %
Income before provision
for income taxes 9.0% 11.3% (1.6)%
Provision for taxes 2.4 3.7 (21.2)%
----- -----
Net Income 6.6% 7.6% 8.0 %
===== =====
INTRODUCTION
Astronics Corporation operates in two business segments: Aerospace and
Electronics, and Specialty Packaging.
On March 7, 2000, the Company announced that its Specialty Packaging business
had received a three-year contract with potential revenues totaling $15,000,000
from the Tyco Healthcare Companies. Its MOD-PAC subsidiary has been selected as
one of only five preferred suppliers for the entire nationwide organization.
On October 31, 1999, the Aerospace and Electronics segment completed their move
to and the commissioning of their new manufacturing facility in Lebanon, New
Hampshire. This new 80,000 square foot building allows the Company to
consolidate its New Hampshire operations, previously in four leased locations,
into a single facility, and expands production capacity.
On October 27, 1999, the Company closed an Industrial Revenue Tax-Exempt Bond
with the Industrial Development Agency of the County of Erie, State of New York,
for $7,000,000. The interest rate floats with tax-exempt funds and is reset
every seven days. These funds are being used to finance the construction of the
new East Aurora, New York manufacturing facility and production equipment for
expanded customer needs.
Late in the Third Quarter of 1999, the Company started shipments on the NVIS
F-16 (night vision modification kits) program. Shipments totaled $3,000,000 in
1999. The Company expects these shipments to increase to approximately
$16,000,000 annually and the program, as currently designed, to go into 2002.
The Company had $27,000,000 in backlog as of December 31, 1999. The Company
anticipates the United States Air Force to exercise additional production
options in the future. During the First Quarter of 2000, the Company shipped
approximately $3,400,000.
On July 1, 1999, the Company established a $12,000,000 five-year revolving line
of credit at the bank's prime rate or LIBOR plus 60 basis points. The revolver
can be converted to a four-year term loan at the end of five years. The Company
also renegotiated its letter of credit agreements to lower the cost of the bank
guarantee on the Industrial Revenue Bond programs.
On May 12, 1999, the Company's Aerospace and Electronics segment acquired 14.9
acres of land in East Aurora, New York, and started construction of a 70,000
square foot manufacturing facility on this new property. The Company anticipates
completion of the construction and installation of equipment during the First
Half of 2000.
On April 24, 1998, the Company announced that the United States Air Force (USAF)
had selected its Luminescent Systems Inc. subsidiary to design, develop and
manufacture night vision lighting modification kits for the NVIS F-16 program.
The contract with the Air Force is potentially valued in excess of $50,000,000.
The initial award is for 377 F-16 aircraft to be completed in year 2000 for a
revenue value in excess of $16,000,000. The USAF exercised its second option on
February 10, 1999 for an additional 305 units for approximately $13,500,000. An
additional 474 units, upon exercise of the government's option, would be
manufactured in the following years.
On December 30, 1998, the Company completed an Industrial Revenue tax-exempt
bond with the Business Finance Authority of the State of New Hampshire for
$7,250,000. The interest rate floats with tax-exempt funds and is reset every
seven days. These funds were used to finance the new Aerospace and Electronics'
manufacturing facility and additional production equipment in the Lebanon, New
Hampshire operation.
During the Third Quarter of 1998, the New Hampshire operations of the Aerospace
and Electronics segment received their ISO 9001 certification. In the Third
Quarter of 1997, the Specialty Packaging segment received its ISO 9001
certification.
SALES
The Company, with sales of $15,150,000, set a new First Quarter sales record.
This is an increase over 1999 sales of 22.9 percent. This compares to the First
Quarter 1999 sales increase of 11.5 percent. In 1998, sales increased 14.9
percent. Sales were $12,325,000 in 1999 compared to $11,057,000 in 1998.
Sales within the Aerospace and Electronics segment increased 37.8 percent,
reflecting F-16 shipments of approximately $3,400,000. In 1999, First Quarter
Aerospace and Electronics sales increased 17.7 percent while in 1998 they
increased 28.3 percent. Sales in 1999 and 1998 were strong in cockpit lighting,
emergency egress lighting and formation lights.
Sales in the Specialty Packaging segment increased 4.3 percent in the First
Quarter of 2000, compared to a 4.5 percent increase in 1999, and compared to a
3.0 percent increase in 1998.
Price increases have been nominal, reflecting increases in raw material costs.
BACKLOG
The Company's backlog at the end of the First Quarter (April 1, 2000) was
$36,632,000. This compares to the backlog of $40,977,000 at the end of the First
Quarter of 1999, and $14,600,000 at the end of the First Quarter of 1998. This
also compares to the December 31, 1999 backlog of $40,198,000 and December 31,
1998 backlog of $29,887,000. The backlog for the Aerospace and Electronics
segment is $34,702,000, compared to $39,660,000 in 1999. The Specialty Packaging
backlog at April 1, 2000 was $1,930,000, compared to $1,317,000 in 1999.
EXPENSES
Cost of products sold increased 33.2 percent in the First Quarter of 2000,
compared to 13.4 percent in 1999. Sales growth in 2000 was 22.9 percent, and in
1999 it was 11.5 percent. As a percent of sales, these costs increased
significantly in 2000 to 76.7 percent of sales compared to 70.8 percent of sales
in 1999 and 69.6 percent of sales in 1998. The major increase was in material
costs, which increased to 31.8 percent of sales, reflecting a higher material
content on F-16 sales. The material for the initial sales of F-16 modification
kits is outsourced, thereby driving up the material costs. The Company is in the
process of producing more of the parts internally, which will reduce material
costs starting in the second half of 2000. In 1999 and 1998, material costs were
nominally the same at 20.6 percent of sales and 20.2 percent of sales,
respectively. Employee costs were reduced in 2000, reflecting the high purchased
raw material content of the F-16 shipments. Costs in 2000 were 26.0 percent of
sales, compared to 30.8 percent of sales in 1999 and 1998. As a percent of
sales, supply costs increased in 2000 to 7.7 percent of sales, compared to 7.3
percent of sales in 1999, and compared to 6.4 percent of sales in 1998. This
reflects timing of purchases and the cost of bringing certain outsourced
operations in house. Depreciation, as a percent of sales, was nominally the same
in 2000 as in 1999. As a percent of sales, depreciation for the First Quarter of
2000, 1999, and 1998 was 5.6 percent, 5.7 percent, and 5.2 percent,
respectively. The facility costs, including rental costs and maintenance and
repairs costs, decreased as a percentage of sales in each of the last two years.
As a percent of sales, they were 5.7 percent in 2000, 6.5 percent in 1999, and
7.0 percent in 1998. The remaining general categories increased/decreased less
than one percentage point of sales. The net results of the above produced gross
profits of $3,526,000 in 2000, $3,599,000 in 1999, and $3,365,000 in 1998.
Selling, general and administrative expenses continued to decrease as a
percentage of sales: 13.8 percent in 2000, 17.3 percent in 1999, and 19.0
percent in 1998. The major contributor in 2000 is the higher sales level which
required nominal additional selling, general, and administrative costs. The
majority of these costs are for employee services, marketing expenses and
operating supplies. Operating income for the First Quarter of 2000 was
$1,437,000, or 9.5 percent of sales, compared to $1,462,000, or 11.9 percent of
sales, in 1999, and compared to $1,261,000, or 11.4 percent of sales, in 1998.
INTEREST
Interest costs, net, decreased in the First Quarter of 2000 as earnings on
invested Unexpended Industrial Revenue Bonds Proceeds offset the interest costs
on the 1998 Industrial Revenue Bond. Interest costs on the 1999 Industrial
Revenue Bond are being capitalized as part of the construction costs until the
East Aurora, NY project is completed. In the First Quarter of 2000, gross
interest costs were $121,000, which were partially offset by $53,000 in interest
income. This compares to the First Quarter of 1999, when the expense was
$76,000, and the interest income was $5,000. In 1998, interest cost was $77,000.
As a percent of sales, net interest costs equal .5 percent of sales in 2000, .6
percent of sales in 1999, and .7 percent of sales in 1998. The Company
anticipates the New York construction project to be completed during the Second
Quarter of this year.
INCOME BEFORE TAXES
The First Quarter's income before taxes was $1,369,000, or 9.0 percent of sales.
This compares to 1999's First Quarter income before taxes of $1,391,000, or 11.3
percent of sales. In 1998, income before taxes was $1,184,000, or 10.7 percent
of sales.
TAXES
The Company's tax provision takes into account the federal and state taxes for
which it is liable. The Company records its tax expense under the FASB 109
guidelines. As of January 1, 1999, the Company established Astronics Foreign
Sales Corporation, which reduces its taxes on sales made to customers in foreign
countries. Normally, the First Quarter's tax provision is higher as all minimum
taxes are accrued during this period. But in 2000, the Company recorded its
actual benefit from the first return of Astronics Foreign Sales Corporation.
This was filed in early April, 2000 for year 1999. Also, the Company adjusted
its 1999 accruals to actual as they filed all tax returns. Normally, tax returns
are filed in the Third Quarter, at which time the accruals are adjusted to
actual. The net 2000 tax provision is $361,000, or 2.4 percent of sales,
compared to the 1999 provision for taxes of $458,000, or 3.7 percent of sales.
In 1998, the provision for taxes was $439,000, or 4.0 percent of sales.
NET INCOME
Net income for the First Quarter of 2000 established a new record for the
quarter: $1,008,000, or $.17 per diluted share. This breaks the record set in
1999 of $933,000, or $.16 per diluted share, which compared to the previous
record of $745,000, or $.13 per diluted share, earned in 1998.
LIQUIDITY
Cash flow from operating activities was a negative $1,694,000 during the First
Quarter of 2000. This reflects the final payment made on die cutters installed
in 1999, on which the Company received extended terms for payment until the
First Quarter of 2000. This payment was approximately $2,600,000. In 1999, the
cash flow from operating activities was $1,818,000, which compared to $2,042,000
in 1998. The Company invested $1,401,000 in capital expenditures during the
quarter, compared to $3,206,000 in 1999, which compared to $3,013,000 in 1998.
The Company reduced its indebtedness by $107,000 in the First Quarter of 2000,
compared to $1,112,000 in the First Quarter of 1999, and compared to $715,000 in
the First Quarter of 1998. In the 2000 First Quarter the Company borrowed
$1,700,000 on its revolving line of credit for working capital purposes. In 1998
the Company borrowed $1,200,000 for working capital. The Company has a
$12,000,000 revolving line of credit available for additional working capital
needs, of which it had utilized $3,500,000 at the end of the quarter, compared
to $2,800,000 at the end of the First Quarter of 1999, and $3,000,000 at the end
of the First Quarter of 1998. The Company feels that its beginning cash balance,
the cash flow from internal operations and the available balance of the
revolving line of credit are adequate to meet the Company's operational and
investment plans for 2000.
COMMITMENTS
At the end of the First Quarter, the Company had outstanding commitments for
capital investments of approximately $1,600,000. This compares to $5,400,000 in
1999, and $2,400,000 at the end of the First Quarter of 1998. The Company has
commitments for items that it purchases in the normal on-going affairs of the
business. The Company is not aware of any obligations in excess of normal market
conditions, nor of any long-term commitments that would affect its financial
condition.
YEAR 2000
The Company did not experience any significant Year 2000 issues.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
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None.
Item 2. Changes in Securities.
---------------------
None.
Item 3. Defaults Upon Senior Securities.
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Securities Holders.
-----------------------------------------------------
At the annual meeting of shareholders held on April 20, 2000, the
nominees to the Board of Directors were re-elected based on the
following results:
Votes Withholding
Nominees Votes For Authority
-------- --------- ---------
Robert T. Brady 9,307,126 273,211
John B. Drenning 9,266,305 314,032
Kevin T. Keane 9,316,929 263,408
Robert J. McKenna 9,307,126 273,211
John M. Yessa 9,317,327 263,010
The selection of Ernst & Young LLP as the Registrant's auditors
was approved by the following vote: 9,275,510 in favor; 5,061
against; and 243,543 abstentions.
Under applicable New York law and the Company's charter
documents, abstentions and non-votes have no effect.
Item 5. Other Information.
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
Exhibit 11. Computation of Per Share Earnings.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATED: May 15, 2000
ASTRONICS CORPORATION
/s/ John M. Yessa
------------------------------------
(Signature)
John M. Yessa
Vice President-Finance and Treasurer