UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                   FORM 10-Q

(Mark One)
X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --
   EXCHANGE ACT OF 1934
For the quarterly period ended             October 28, 2000
                               -------------------------------------------------May 5, 2001
                              ----------------------------------

                                       OR

__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934
For the transition period from _____________________  to _______________________from_____________to______________

Commission file number                   0-13200
                       ---------------------------------------------------------------------------------------------------


                                Astro-Med, Inc.
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            (Exact name of registrant as specified in its charter)


                  Rhode Island                             05-0318215
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      (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                   Identification No.)


      600 East Greenwich Avenue, West Warwick, Rhode Island   02893
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  (Address of principal executive offices)                 (Zip Code)


                                (401) 828-4000
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             (Registrant's telephone number, including area code)


                            ------------------------________________________


    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 for 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 .
                                              ---___.
                                               ---

    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                Common Stock, $.05 Par Value - 4,229,1274,264,324 shares
                (excluding treasury shares) as of November 30, 2000June 1, 2001


                                      -1-



                                ASTRO-MED, INC.
                                     INDEX

                                                                    Page No.
                                                                    --------
Part I.  Financial Information:

  Consolidated Balance Sheets -
    May 5, 2001 and January 31, 2000 and October 28, 2000 ......................2001....................................   3

  Consolidated Statements of Income -
    Three Months Ended October 30, 1999May 5, 2001 and October 28, 2000....April 29, 2000...................   4

  Consolidated Statements of Income -
    Nine Months Ended October 30, 1999 and October 28, 2000 ....   5

  Consolidated Statements of Cash Flows -
    NineThree Months Ended October 30, 1999May 5, 2001 and October 28, 2000 ....   6April 29, 2000...................   5

  Notes to Consolidated Financial Statements -
    October 28, 2000 ...........................................   7,8May 5, 2001.........................................................   6-7

  Management's Discussion and Analysis of Financial
    Condition and Results of Operations.........................   9-11Operations.................................   8-9

Part II.  Other Information.....................................   12Information.............................................   10

                                      -2-


Part I.  FINANCIAL INFORMATION

                                ASTRO-MED, INC.
                          UNAUDITED CONSOLIDATED BALANCE SHEETS

May 5, January 31, October 28, ASSETS 2000 20002001 2001 ---- ---- (Unaudited) CURRENT ASSETS Cash and Cash Equivalents...................Equivalents.................. $ 4,035,8671,613,564 $ 2,442,534806,069 Securities Available for Sale............... 7,211,921 6,186,565Sale.............. 4,315,911 5,362,523 Accounts Receivable, Net.................... 9,270,814 9,368,028 Inventories................................. 11,537,478 11,238,268Net................... 9,067,923 10,663,624 Inventories................................ 11,352,548 10,782,425 Prepaid Expenses and Other Current Assets... 1,926,111 1,946,444 ----------- -----------Assets.. 2,037,035 2,038,227 ------------ ------------ Total Current Assets................... 33,982,191 $31,181,839Assets..................... 28,386,981 29,652,868 PROPERTY, PLANT AND EQUIPMENT 20,089,355 20,687,49522,999,047 22,547,305 Less Accumulated Depreciation............... (12,577,878) (13,509,836) ----------- ----------- 7,511,477 7,177,659Depreciation.............. (14,553,889) (14,259,992) ------------ ------------ 8,445,158 8,287,313 OTHER ASSETS Goodwill, Net of Accumulated Amortization... 3,153,371 2,797,025Goodwill................................... 2,430,886 2,465,494 Amounts Due from Officers...................Officers.................. 480,314 480,314 Other....................................... 257,178 121,916 ----------- ----------- 3,890,863 3,399,255 ----------- ----------- $45,384,531 $41,758,753 =========== ===========Other...................................... 110,787 172,941 ------------ ------------ 3,021,987 3,118,749 ------------ ------------ $ 39,854,126 $ 41,058,930 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable............................Payable........................... $ 6,379,7923,594,235 $ 4,986,6483,711,248 Accrued Compensation........................ 1,710,622 1,432,008Compensation....................... 1,232,348 1,974,223 Accrued Expenses............................ 2,324,593 2,128,763Expenses........................... 1,511,662 1,916,597 Income Taxes................................ 1,169,234 327,690Taxes Payable....................... 156,369 96,058 Current Maturities of Long-Term Debt........ 60,452 57,038 ----------- ----------Debt....... 47,735 46,832 ------------ ------------ Total Current Liabilities.............. 11,644,693 8,932,147Liabilities................ 6,542,349 7,744,958 LONG-TERM DEBT, Less Current Maturities....... 71,588 26,290Maturities..... 12,492 24,755 DEFERRED INCOME TAXES......................... 447,666 388,769TAXES....................... 939,804 996,157 SHAREHOLDERS' EQUITY Preferred Stock, $10 Par Value, Authorized 100,000 Shares, None Issued.... - - Common Stock, $.05 Par Value, Authorized 13,000,000 Shares, Issued, 5,148,035 and 5,158,3875,161,904 5,160,780 Shares, Respectively........ 257,402 257,926respectively............ 258,093 258,039 Additional Paid-In Capital.................. 5,647,791 5,698,758Capital................. 5,625,644 5,706,870 Retained Earnings........................... 33,065,454 32,261,730Earnings.......................... 32,648,326 32,667,859 Treasury Stock, at Cost (729,295 Shares).... (5,268,103) (5,268,103)(897,895 and 930,895 Shares, respectively)............. (5,860,610) (6,076,003) Accumulated Other Comprehensive Income (Loss) (481,960) (538,764) ----------- ----------- 33,220,584 32,411,547 ----------- ----------- $45,384,531 $41,758,753 =========== ===========Loss....... (311,972) (263,705) ------------ ------------ 32,359,481 32,293,060 ------------ ------------ $ 39,854,126 $ 41,058,930 ============ ============
-3- ASTRO-MED, INC. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended October 30, October 28, 1999------------------- May 5, April 29, 2001 2000 ---- ---- (Unaudited) Net Sales.................................... $11,044,728 $11,730,836Sales................................... $12,435,979 $12,530,201 Cost of Sales................................ 6,470,743 7,497,955 -----------Sales............................... 7,383,886 7,360,278 ---------- ----------- Gross Profit................................. 4,573,985 4,232,881Profit................................ 5,052,093 5,169,923 Costs and Expenses: Selling, General and Administrative........ 3,376,717 4,148,908Administrative....... 4,127,067 3,907,078 Research and Development................... 770,182 978,439Development.................. 908,533 1,093,090 ---------- ----------- 5,035,600 5,000,168 ---------- ----------- 4,146,899 5,127,347 Operating Income (Loss)...................... 427,086 (894,466)Income............................ 16,493 169,755 Other Income (Expense): Investment Income.......................... 166,353 111,698Income......................... 85,128 119,416 Interest Expense........................... (3,718) (3,841)Expense.......................... (1,289) (5,484) Other, Net................................. (40,962) (143,364) ------------Net................................ 86,763 (72,047) ---------- ----------- 121,673 (35,507)170,602 41,885 ---------- ----------- Income (Loss) before Income Taxes............ 548,759 (929,973) Provision forTaxes.................. 187,095 211,640 Income Tax Expense (Benefit)... 138,314 (232,000) ------------ ------------Taxes................................ 37,420 53,780 ---------- ----------- Net Income (Loss)............................Income.................................. $ 410,445149,675 $ (697,973)157,860 ========== =========== =========== Earnings (Loss)Income Per Common Share-basic.......Share - Basic and Diluted. $ .09 $(.16) ==== ===== Earnings (Loss) Per Common Share-diluted.....0.04 $ .09 $(.16) ==== =====0.04 ========== =========== Weighted Average Number of Common and Common Equivalent Shares Outstanding-basic........ 4,410,402 4,428,825 ========= =========Outstanding-Basic....... 4,241,211 4,418,982 ========== =========== Weighted Average Number of Common and Common Equivalent Shares Oustanding-diluted....... 4,451,715 4,446,487 ========= =========Outstanding-Diluted....... 4,245,088 4,479,972 ========== =========== Dividends Declared Per Common Share.......... $.04 $.04 ==== ====$ .04 $ .04 ========== ===========
-4- ASTRO-MED, INC. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
Nine Months Ended October 30, October 28, 1999 2000 ---- ---- Net Sales.................................... $32,506,666 $37,324,509 Cost of Sales................................ 19,311,685 22,519,119 ----------- ----------- Gross Profit................................. 13,194,981 14,805,390 Costs and Expenses: Selling, General and Administrative........ 10,640,132 12,054,515 Research and Development................... 2,444,022 3,214,073 ----------- ----------- 13,084,154 15,268,588 ----------- ----------- Operating Income (Loss)...................... 110,827 (463,198) Other Income (Expense): Investment Income.......................... 512,620 342,178 Interest Expense........................... (11,291) (6,038) Other, Net................................. (63,397) (234,264) ----------- ---------- 437,932 101,876 ----------- ----------- Income (Loss) before Income Taxes............ 548,759 (361,322) Provision for Income Tax Expense (Benefit)... 138,314 ( 88,953) ----------- ------------ Net Income (Loss)............................ $ 410,445 $ (272,368) =========== =========== Earnings (Loss) Per Common Share-basic. ..... $ .09 $(.06) === ===== Earnings (Loss) Per Common Share-diluted..... $ .09 $(.06) ==== ===== Weighted Average Number of Common and Common Equivalent Shares Outstanding-basic........ 4,439,580 4,424,321 ========= ========= Weighted Average Number of Common and Common Equivalent Shares Oustanding-diluted....... 4,498,602 4,463,154 ========= ========= Dividends Declared Per Common Share.......... $.12 $.12 ==== ====
-5- ASTRO-MED, INC. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
NineThree Months Ended ----------------- October 30, October 28, 1999------------------ May 5, April 29, 2001 2000 ---- ----(Unaudited) Cash Flows from Operating Activities: Net Income (Loss) ...........................Income...................................... $ 410,445149,675 $ (272,368)157,860 Adjustments to Reconcile Net Income (Loss) to Net Cash Provided(Used) by Operating Activities: Depreciation and Amortization .......... 950,283 1,063,305 Gain on Sale of Assets ................. 3,912 -- Other .................................. (895) 69,661 Changes in Assets and Liabilities: Accounts Receivable ..................... (399,864) (97,214) Inventories ............................. (267,732) 299,210 Other ................................... (98,441) 37,156 Accounts Payable and Accrued Expenses ... 1,057,768 (1,867,588) Income Taxes ............................ 45,541 (841,544) ----------- ----------- Total Adjustments ..................... 1,290,572 (1,337,014) Net Cash Provided (Used) by Operating Activities: ................... 1,701,017 (1,609,382)Depreciation and Amortization............... 328,505 367,346 Deferred Income Taxes....................... (56,353) (97,873) Other....................................... (20,878) 83,488 Changes in Assets and Liabilities: Accounts Receivable....................... 1,595,701 (117,348) Inventories............................... (692,708) (764,108) Other..................................... 63,535 12,499 Accounts Payable and Accrued Expenses..... (1,134,057) (1,568,719) Income Taxes Payable...................... 60,311 (211,113) ---------- ----------- Total Adjustments....................... 144,056 (2,295,828) Net Cash Provided (Used) by Operating Activities................................ 293,731 (2,137,968) Cash Flows from Investing Activities: Proceeds from Sales of Securities Available for Sale ........................ 3,386,519 3,109,928Sale............................ 1,942,713 385,241 Purchases of Securities Available for Sale .................................. (3,670,486) (2,084,572) Proceeds from Sales of Assets ............... 2,800 --Sale...................................... (896,101) (693,471) Refund of Purchase Price for Acquisition ....Acquisition........ - 225,000 Additions to Property, Plant and Equipment .. (867,871) (705,731) -----------Equipment...... (356,546) (325,710) ---------- ----------- Net Cash Provided (Used) Provided by Investing Activities .................... (1,149,038) 544,625Activities........................ 690,066 (408,940) Cash Flows from Financing Activities: PrinciplePrincipal Payments on Capital Leases ........ (188,733) (48,712) Proceeds from Capital Lease Obligations ..... 135,615 --Leases............ (11,360) (26,978) Proceeds from Common Shares Issued Under Employee Benefit Plans .............. 14,495 51,492 Purchases of Treasury Stock ................. (451,001) --Plans.................. 4,266 3,730 Dividends Paid .............................. (535,141) (531,356) -----------Paid.................................. (169,208) (176,759) ---------- ----------- Net Cash Used by Financing Activities ..... (1,024,765) (528,576)Activities......... (176,302) (200,007) Net DecreaseIncrease (Decrease) in Cash and Cash Equivalents ....... (472,786) (1,593,333)Equivalents................................... 807,495 (2,746,915) Cash and Cash Equivalents, Beginning of Period .. 4,946,289Period. 806,069 4,035,867 ---------- ----------- -----------Cash and Cash Equivalents, End of Period .............Period.......... $1,613,564 $ 4,473,503 $ 2,442,534 ===========1,288,952 ========== =========== Supplemental Disclosures of Cash Flow Information: Cash Paid During the Period for: Interest ................................Interest.................................... $ 10,9791,289 $ 3,2465,537 Income Taxes ............................Taxes................................ $ 45,83020,900 $ 752,591232,823
-6--5- ASTRO-MED, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS October 28, 2000May 5, 2001 Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) The accompanying financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented. These financial statements do not include all disclosures associated with annual financial statements and, accordingly, should be read in conjunction with footnotes contained in the Company's annual report on Form 10-K for the year ended January 31, 2000.2001. Certain reclassifications have been made to conform to the current period reporting format. (b) EarningsNet Income per common share has been computed and presented pursuant to the provisions of Statement of Financial Accounting Standards No. 128, Earnings Per Share. Earning (loss)Net income per share - basic is based on the weighted average number of shares outstanding during the period. Earnings (loss)Net income per share assuming dilution is based on the weighted average number of shares and, if dilutive, common equivalent shares for stock options outstanding during the period.
Three Months Ended Nine Months Ended October 30, October 28, October 30, October 28, 1999 2000 1999 2000 ---- ---- --- ---- Weighted Average Common Shares Outstanding-basic ..................... 4,410,402 4,428,825 4,439,580 4,424,321 Diluted Effect of Options Outstanding..... 41,313 17,662 59,022 38,833 --------- ---------- --------- --------- Weighted Average Common Shares Outstanding - diluted................... 4,451,715 4,446,487 4,498,602 4,463,154Three Months Ended ------------------ May 5, April 29, 2001 2000 ----- ---- Weighted Average Common Shares Outstanding - Basic....................... 4,241,211 4,418,982 Diluted Effect of Options Outstanding....... 3,877 60,990 Weighted Average Common Shares Outstanding --------- --------- - Diluted................................. 4,245,088 4,479,972 ========= ========= ========= =========
For the three month's ended October 30, 1999May 5, 2001 and October 28,April 29, 2000, respectively, the diluted per share amounts do not reflect options outstanding of 545,3751,668,075 and 1,125,825,987,850 respectively, because their effect is anti-dilutive. For(c) Derivative Instruments and Hedging: On February 1, 2001, the nine month's ended October 30, 1999Company adopted SFAS No. 133, Accounting for Derivative Instruments and October 28,Hedging Activities, as amended by SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of SFAS No. 133, and as amended in June 2000 respectively,by SFAS No. 138 Accounting for Certain Derivative Instruments and Certain Hedging Activities - an Amendment to SFAS No. 133 (combined SFAS No. 133). The statement requires companies to record derivatives on the diluted per sharebalance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. The adoption of this statement did not have a material impact on the Company's results of operations or financial position. (d) Revenue Recognition: Revenue is recognized when products or services are performed and the risk and rewards of ownership have been transferred. (e) In July 2000, the Emerging Issues Task Force, a body of the Financial Accounting Standards Board, reached a consensus on Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs. The consensus -6- requires companies to start reporting amounts do not reflect options outstandingbilled to customers in a sales transaction related to shipping and handling as revenue in the fourth quarter of 545,375 and 943,875, respectively because their effect is anti-dilutive. -7- fiscal year 2001. The Company previously reported these amounts as a reduction of cost of goods sold. All previous periods presented have been reclassified to conform to the current practice. The amount reclassed for three months ending April 29, 2000 was $156,000. Note 2 - COMPREHENSIVE INCOME The components ofCompany's total comprehensive income including the changes in equity from non-owner sources suchis as unrealized gains (losses) on securities and foreignfollows. Three Months Ended ------------------ May 5, April 29, Comprehensive Income (Loss): 2001 2000 ---- ---- Net Income ................................ $149,675 $157,860 -------- -------- Other Comprehensive Income (Loss): Foreign currency translation adjustments, are as follows.
Three Months Ended Nine Months Ended October 30, October 28, October 30, October 28, 1999 2000 1999 2000 ---- ---- ---- ---- Comprehensive Income: Net Income (Loss) .................... $ 410,445 $(697,973) $ 410,445 $(272,368) --------- --------- --------- --------- Other Comprehensive Income (Loss): Foreign currency translation adjustments, net of tax ...... 6,858 (95,480) (16,805) (168,572) Unrealized gain (loss) in securities: Unrealized holding gain (loss) arising during the period, net of tax .................. (31,666) 65,220 (191,243) 111,768 Reclassification adjustment for gain (loss) included in net income, net of tax ...... -- -- -- -- --------- --------- --------- --------- Other Comprehensive Loss ............. (24,808) (30,260) (208,048) (56,804) Comprehensive Income (Loss) ............. $ 385,637 $(728,233) $ 202,397 $(329,172) ========= ========= ========= =========
net of tax........................... (71,390) (12,413) Unrealized gain on securities: Unrealized holding gain arising during the period, net of tax................................ 22,498 35,102 Reclassification adjustment for gain (loss) included in net income, net of tax 625 (1,875) -------- --------- Other Comprehensive Income (Loss).......... (48,267) 20,814 -------- --------- Comprehensive Income....................... $101,408 $178,674 ======== ======== Note 3 - INVENTORIES Inventories are stated at the lower of cost (first-in, first-out) or market and include material, labor and manufacturing overhead. The components of inventories were as follows:
January 31, October 28, 2000 2000 ---- ---- Materials and Supplies... $ 5,835,050 $ 5,583,992 Work-In-Process.......... 1,557,734 1,298,125 Finished Goods........... 4,144,694 4,356,151 ----------- ----------- $11,537,478 $11,238,268May 5, January 31, 2001 2001 ---- ---- Materials and Supplies.. $ 6,242,777 $ 5,921,934 Work-In-Process......... 1,488,964 1,282,466 Finished Goods.......... 3,620,807 3,578,025 ----------- ----------- $11,352,548 $10,782,425 =========== ===========
-8-Note 4 - Purchase Price Refund During the quarter ended April 29, 2000, the Company received $225,000 that was held in escrow relative to the acquisition of Telefactor Corporation. The amount represented a reduction in purchase price. -7- ASTRO-MED, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS: FOR THREE-MONTHS ENDING OCTOBER 28, 2000 VS. OCTOBER 30, 1999: NetResults of Operations: - ---------------------- Sales were $11,731,000 up 6% over last year's quarter sales of $11,045,000. Excluding Telefactor, which was acquired in December of 1999, our net sales for the first quarter were essentially flat. However, the $680,000$12,436,000, a decrease of Telefactor products sold during the quarter was well below the breakeven level required by Telefactor's current cost structure. Hence, this quarter's low volume of Telefactor shipments together with the weak demand for Astro-Med products in our export markets, were the prime contributors to the third quarter's loss of $698,000. Profiling the sales by Product Group has QuickLabel Systems (QLS) sales at $4,233,000, up 5% from the third quarter of last year. The Grass-Telefactor product sales were $3,648,000, up 41% over last year's quarter with Telefactor accounting for 26% of increase. Test & Measurement's (T & M) sales were $3,850,000, down 13% over last year. The decline in T & M sales is attributed primarily to the lower volume of Everest sales, the Company's new touch screen windows based data recorder. The Everest was introduced in the second quarter of this year to replace older technology in the telemetry markets. In our domestic markets, sales rose 13% over last year to $9,082,000. Growth in those channels was affected by a 12% increase in QLS's sales as well as by a 60% increase in Grass-Telefactor sales volume, with 34% of the increase attributed to Telefactor sales. T & M's domestic sales decreased 12% from last year's third quarter sales. In the international markets, export sales declined 12% to $2,649,000 as compared to last year's third quarter. The decline can be attributed to the continued strength of the dollar rendering our products less competitive in foreign markets. To address these pricing pressures we are developing and introducing new lower cost products to compete with foreign manufacturers. Gross Profit was $4,233,000 in the third quarter, a 7% decline over last year. The gross profit margin for the quarter was 36.1% compared to last year's gross profit margin of 41.4%. The decline in the third quarter margin is mainly attributable to 1) product mix and the decline in the sales volume; 2) costs associated with transferring Telefactor's Pennsylvania manufacturing operation to our Braintree, Massachusetts facility and 3) the severance costs relating to the Telefactor workforce reduction. Operating expenses reached $5,127,000 in the quarter, increasing 24% from last year's expense level. The increment is traceable exclusively to general and administrative functions associated with the Telefactor acquisition as well as personnel additions in sales, service, research and development. Spending in the quarter consumed 43.7CENTS of each sales dollar up from last year's level of 37.5CENTS. In addition, the Company continues to make strategic investments in its new product initiatives through its research and development (R&D) spending. R&D as a percentage of sales in the third quarter was 8.3% up from 7.0% over last year. An operating loss of $894,000 was incurred this year as compared to operating income of $427,000 in the prior year. -9- FOR THREE-MONTHS ENDING OCTOBER 28, 2000 VS. OCTOBER 30, 1999 (CONTINUED): The Company incurred a loss of $36,000 in the quarter from its non-operating activities, downthan 1% from the prior year's income levelfirst quarter sales of $122,000. This decline is attributed to lower investment income stemming$12,530,000. Domestic sales were $9,041,000 down slightly from a lower level of investments and foreign currency translation and transactions losses of $136,000. Net loss in the third quarter was $698,000 or 16CENTS loss per share. The Company reported net income of $410,000 or 9CENTS earnings per share$9,057,000 for the prior year's third quarter. FOR NINE-MONTHS ENDED OCTOBER 28, 2000 VS. OCTOBER 30, 1999 After nine months, sales are $37,325,000, 15% higher than last year's sales of $32,507,000. QLS's sales were $13,735,000, up 13% from last year while Grass-Telefactor sales were $12,880,000, up 53% over the last year with Telefactor contributing 46% of the increase. Although T & M's sales of $10,710,000 are behind last year's by 10%, the current trend in T & M continues to be positive. We have experienced sales growth in each succeedingfirst quarter of the currentprior fiscal year. Sales through domesticthe Company's international channels were $27,319,000, up 14% from last year. Export$3,395,000, down 2% over previous year's first quarter sales of $3,473,000. Our international sales were $10,006,000, up 16% from last year with Telefactor accounting fornegatively impacted by the majoritystrengthening of the increase. GrowthU.S. dollar that occurred during the first quarter because on a local currency basis international sales increased 6% from the previous year. The Company's product groups reported mixed sales results. Grass- Telefactor's sales increased to $4,519,000, a 6% increase over the $4,256,000 of sales reported in the domestic channels was helped by the increase in QLS's sales to $9,341,000, up 17% over last year and an increase in Grass-Telefactor's sales to $9,506,000, up 47% over last year with 40%first quarter of the increase attributed to Telefactor. T & M's domestic net sales decreased to $8,472,000, down 10% over last year's sales. On a year to date basis, gross profit was $14,805,000, reflecting a gross profit margin of 39.7%, a decline over last year's margin of 40.6%. The decline in gross margin can be attributed directly to the third quarter product mix and the previously mentioned Telefactor costs. Prior to the third quarter, the year to date gross profit margin was 41.3%. After nine months, operating expenses were $15,269,000, representing a 17% increase over lastprevious year. This increase is primarily attributed to the Telefactor factors previously mentioned. Spendingincrease in the Grass-Telefactor research and supplies sales. QuickLabel Systems (QLS) product sales were $4,899,000, down 2% from the $5,024,000 record level achieved in the first quarter of the previous year. This decrease is attributed to the decrease in hardware sales. Test & Measurement (T&M) sales in the quarter consumed 40.9CENTSwere $3,018,000, down 7% from $3,250,000 reported in the first quarter of eachthe previous year. The decline in T&M sales dollar upcan be attributed to international channels as T&M's domestic sales increased 6% when compared to the previous fiscal year. Gross profit dollars were $5,052,000, a 2% decrease over last year. The gross profit margin realized in the quarter was 40.6%, a decrease from last year's levelmargin of 40.3CENTS. After three-quarters,41.3%. Product mix and lower margins in T&M account for this quarter's result. Operating Expenses in the operating loss incurred was $463,000 reflecting a $574,000 declinequarter were $5,036,000. Selling and general administrative spending rose 6% from last year to $4,127,000 due to higher international dealer commissions in this quarter as compared to last year. Research and development funding decreased 17% from the prior year to $909,000. In the quarter, R & D spending was 7.3% of sales down from last year's operatingrate of 8.7%. Operating income of $111,000.in the quarter was $16,000 a $154,000 decline from last year. Other income forincreased to $171,000 from last year's $42,000. The increase is attributed to a $125,000 gain relating to the nine monthssettlement of litigation on a contract dispute. Net income in the first quarter was $102,000 as compared with $438,000 for the previous year. Lower investment income and $239,000 of foreign currency translation and transaction losses accounted for the decrease. After nine months the Company's net loss is $272,000 or 6CENTS loss$150,000 equal to $0.04 earnings per share as comparedshare. This compares to a net income of $410,000 or 9CENTS$158,000, equal to $0.04 earnings per share in the prior year's first quarter. -8- Financial Condition: - -------------------- The Company's Statements of Cash Flows for the prior year. FINANCIAL CONDITION: The Company's statements of cash flow for the nine-months ended October 28,three-months ending May 5, 2001 and April 29, 2000 and October 30, 1999 are included on page 6.5. Net cash flow from operationsprovided by operating activities for the thirdcurrent quarter equaled $629,000, down 3% from last year. Netwas $294,000 versus cash flow used by operations foroperating activities of $2,138,000 in the nine-monthsfirst quarter of the current fiscal year equaled $1,609,000. This significantprevious year. Cash and securities available for sale declined $239,000 from year-end. The demand placed on the Company's cash outflow from operations can be mainly attributedbalances during the quarter was traceable to an effort to bring accounts payable current and meeting income tax payment obligations. During the nine-months ended, approximately $3.0 million of debt securities matured of which $1.0 million was used to fund operating activitiesworking capital requirements and capital expenditures. -10- FINANCIAL CONDITION (CONTINUED): We paid cash dividends during the third quarter of 4CENTS per share. The Company's book value per sharecollection cycle improved by four days decreasing to 62 days sales outstanding at the end of the third quarter was $7.32, down slightlyas compared to the 66 days outstanding at year-end. Inventory rose to $11,353,000 from the year end value of $7.39 per share. On November 22, 2000,year-end level as the Company repurchased 201,600 sharesincreased its build of its common stock for $806,400. NEW ACCOUNTING PRONOUNCEMENTS: In June 1998,components in anticipation of the Financial Accounting Standards Board (FASB) issued Statementproduct launch of Financial Accounting Standards (SFAS) No. 133 "Accounting for Derivative Instrumentsthe new Dash 18 and Hedging Activities." SFAS 133 requires an entityPronto product lines. As a result, inventory turns declined to recognize all derivatives2.2 times from 2.5 times at year-end. Capital expenditures were $357,000 in the quarter ended May 5, 2001 as either assets or liabilitiesthe Company purchased machinery and measure those instruments at fair value. In June 1999, the FASB issued SFAS 137, which deferred the effective date of SFAS 133 to all fiscal quarters of years beginning after June 15, 2000. In June 2000, the FASB issued SFAS 138 which addressed issues causing implementation difficulties with SFAS 133equipment, information technology hardware and also amended the accountingsoftware and reporting standards of SFAS 133 for certain derivative instrumentstools and hedging activities.dies. The Company does not currently enter into derivative transactions; however, the Company is evaluating whether the use of foreign exchange contracts will minimize its foreign currency exposurespaid cash dividends in the future. In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) 101, "Revenue Recognition in Financial Statements," which summarizes the staff's views regarding the application of generally accepted accounting principles to selected revenue recognition issues. In June 2000, the SEC issued SAB 101B which delayed the implementation date of SAB 101 until no later than the fourth quarter of 2000. The Company is still in the process of evaluating the impact of the adoption of SAB 101 on the results of operations and financial position. In July 2000, the Emerging Issues Task Force (EITF) reached a consensus on Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs". The consensus provides guidance as to how a seller of goods should classify costs incurred for shipping and handling in the income statement. The EITF determined that amounts billed to a customer in a sale transaction related to shipping and handling should be classified as revenue. The EITF requires that the Company adopt this guidance in the fourth quarter. The Company currently includes amounts billed to customers as a reduction of shipping and handling costs which are included in the cost of sales. Upon adoption, the Company will present such costs as revenue. SAFE HARBOR STATEMENT:$169,000 or $0.04 per common share. Safe Harbor Statement - --------------------- This document contains forward-looking statements based on current expectations that involve a number of risks and uncertainties. The factors thatFactors which could cause actual results to differ materially from those anticipated include, the following:but are not limited to, general economic, conditionsfinancial and growth ratesbusiness conditions; declining demand in the test and measurement markets, especially defense and aerospace; competition in the specialty printer industry; ability to develop market acceptance of the QLS color printer products and effective design of customer required features; competition in the data acquisition digital color printing, and neurophysiology markets, including but not limited to the electronic, printing, and medical markets; competitive factors and pricing pressures; changes in product mix; changesindustry; competition in the seasonality of demand patterns; the timely development and acceptance of new products; inventory risks due to shifts in market demand; component constraints and shortages; risk of non-payment of accounts receivable; ramp up and expansion of manufacturing capacity; risks associated with the Euro conversion;neurophysiology industry; the impact of changes in foreign currency exchange rates on the result fromresults of operations; the ability to successfully integrate acquisitionsacquisitions; the business abilities and eliminate redundant costsjudgment of personnel and the risks described from time to timechanges in Astro-Med's reports filed with the Securities and Exchange Commission. -11-business strategy. -9- PART II. OTHER INFORMATION Item 4. Results of Votes of Security Holders An Annual Meeting of Shareholders of the registrant was held May 15, 2001. A proposed increase in the maximum shares under the 1998 Non-Qualified Stock Option Plan of 600,000 to 1,000,000 was presented to shareholders for their approval. Also, shareholders were asked to elect a Board of Directors to serve until the next Annual Meeting of Shareholders or until their successors are elected and qualified. The Company proposed increase in the maximum share under the 1998 Non-Qualified Stock Option Plan was approved by the following vote: For-2,216,049; Against-518,303; Abstain-4,611. In an uncontested election, nominees for directors were elected by the following votes:
Name of Nominee Votes Votes for Director For Withheld ------------ --- -------- Albert W. Ondis 3,707,640 375,360 Everett V. Pizzuti 3,705,640 377,360 Jacques V. Hopkins 3,711,565 371,435 Hermann Viets 3,711,340 371,660 Neil K. Robertson 3,711,471 371,529
Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: None. (b) Reports on Form 8-K: No reports on Form 8-K have been filed during the quarter for which this report is filed.None. 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. ASTRO-MED, INC. (Registrant) Date: December 4, 2000June 11, 2001 By ____________________________/s/ A. W. Ondis -------------------------------- A. W. Ondis, Chairman (Principal Executive Officer) Date: December 4, 2000June 11, 2001 By ____________________________/s/ Joseph P. O'Connell -------------------------------- Joseph P. O'Connell, Vice President and Treasurer (Principal Financial Officer) -12--10-