UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 30, 201029, 2011

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 0-13200

 

 

Astro-Med, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Rhode Island 05-0318215

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

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

(401) 828-4000

(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 by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨x    No  ¨.

Indicate by check mark whether the registrant is a large accelerated filer or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨  Accelerated filer ¨
Non-accelerated filer ¨  Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ¨    No  x.

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 – 7,229,7957,396,728 shares

(excluding treasury shares) as of December 3, 2010November 30, 2011

 

 

 


ASTRO-MED, INC.

ASTRO-MED, INC.INDEX

INDEX

 

     Page No. 

Part I.

 

Financial Information

  

Item 1.

 

Financial Statements

  
 

Condensed Consolidated Balance Sheets – October 30, 201029, 2011 (unaudited) and January  31, 20102011 (audited)

   3  
 

Unaudited Condensed Consolidated Statements of Operations (unaudited) – Three and Nine Months Ended October 30, 201029, 2011 and October 31, 200930, 2010

   4  
 

Unaudited Condensed Consolidated Statements of Cash Flows (unaudited) – Nine Months Ended October 30, 201029, 2011 and October 31, 200930, 2010

   5  
 

Notes to the Condensed Consolidated Financial Statements (unaudited)

   6-12  

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   13-1813-22  

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

   2022  

Item 4.

 

Controls and Procedures

   2022  

Part II.

 

Other Information

  

Item 1.

 

Legal Proceedings

   2023  

Item 1A.

 

Risk Factors

   2023  

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

   20-2123  

Item 6.

 

Exhibits

   2123  

Signatures

    2224  

-2-


Part I. FINANCIAL INFORMATION

 

Item 1.Financial Statements

ASTRO-MED, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

  October 30,
2010
 January 31,
2010
   October 29,
2011
 January 31,
2011
 
  (Unaudited) (Audited)   (Unaudited) (Audited) 
ASSETS      

CURRENT ASSETS

      

Cash and Cash Equivalents

  $10,870,669   $14,155,096    $10,655,057   $7,720,135  

Securities Available for Sale

   10,408,144    9,605,216     11,376,791    12,910,232  

Accounts Receivable, Net

   10,837,758    9,172,857  

Accounts Receivable, net

   11,350,148    11,111,974  

Inventories

   13,964,534    12,039,306     13,606,992    14,404,914  

Deferred Tax Assets

   2,712,595    2,648,294     3,088,885    2,577,166  

Prepaid Expenses and Other Current Assets

   617,098    2,246,789     975,769    975,928  
         

 

  

 

 

Total Current Assets

   49,410,798    49,867,558     51,053,642    49,700,349  

PROPERTY, PLANT AND EQUIPMENT

   38,248,394    36,330,665     39,180,832    38,148,516  

Less Accumulated Depreciation

   (25,459,757  (24,340,083   (26,785,886  (25,606,561
         

 

  

 

 

Property, Plant and Equipment, Net

   12,788,637    11,990,582  

Property, Plant and Equipment, net

   12,394,946    12,541,955  

OTHER ASSETS

      

Intangible Assets, net

   349,306    403,056     277,639    331,389  

Goodwill

   2,336,721    2,336,721     2,336,721    2,336,721  

Other

   89,026    78,127     108,685    88,799  
         

 

  

 

 

Total Other Assets

   2,775,053    2,817,904     2,723,045    2,756,909  
         

 

  

 

 

TOTAL ASSETS

  $64,974,488   $64,676,044    $66,171,633   $64,999,213  
         

 

  

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY      

CURRENT LIABILITIES

      

Accounts Payable

  $3,124,732   $2,885,067    $2,068,584   $2,748,293  

Accrued Compensation

   1,959,723    2,019,644     2,427,542    2,179,448  

Other Accrued Expenses

   1,890,279    1,584,357     1,932,715    1,750,515  

Deferred Revenue

   621,743    695,240     595,293    787,988  

Other Current Tax Liabilities

   415,315    654,905  

Income Taxes Payable

   194,521    318,930     447,072    36,979  
         

 

  

 

 

Total Current Liabilities

   8,206,313    8,158,143     7,471,206    7,503,223  

Deferred Tax Liabilities

   2,097,738    2,056,393     2,360,654    2,060,418  

Other Long Term Liabilities

   674,445    642,612     1,178,516    1,146,978  
         

 

  

 

 

TOTAL LIABILITIES

   10,978,496    10,857,148     11,010,376    10,710,619  
         

 

  

 

 

SHAREHOLDERS’ EQUITY

      

Common Stock, $.05 Par Value, Authorized 13,000,000 shares; Issued 8,654,295 and 8,322,844 shares at October 30, 2010 and January 31, 2010, respectively

   432,719    416,146  

Common Stock, $.05 Par Value, Authorized 13,000,000 shares; Issued 8,926,578 and 8,660,270 shares at October 29, 2011 and January 31, 2011, respectively

   446,333    433,017  

Additional Paid-In Capital

   36,089,291    34,712,369     37,510,974    36,586,226  

Retained Earnings

   26,418,669    26,403,248     27,582,855    26,842,890  

Treasury Stock, at Cost, 1,325,081 and 1,165,706 shares at October 30, 2010 and January 31, 2010

   (9,207,288  (8,030,335

Treasury Stock, at Cost, 1,543,720 and 1,414,981 shares at October 29, 2011 and January 31, 2011, respectively

   (10,788,983  (9,840,052

Accumulated Other Comprehensive Income

   262,601    317,468     410,078    266,513  
         

 

  

 

 

Total Shareholders’ Equity

   53,995,992    53,818,896     55,161,257    54,288,594  
         

 

  

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

  $64,974,488   $64,676,044    $66,171,633   $64,999,213  
         

 

  

 

 

See Notes to condensed consolidated financial statements (unaudited).

-3-


ASTRO-MED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

 

  Three Months Ended   Nine Months Ended   Three Months Ended Nine Months Ended 
  October 30,
2010
 October 31,
2009
   October 30,
2010
   October 31,
2009
   October 29,
2011
 October 30,
2010
 October 29,
2011
   October 30,
2010
 

Net Sales

  $18,329,000   $16,657,776    $53,159,060    $47,750,557    $19,568,600   $18,329,000   $58,764,264    $53,159,060  

Cost of Sales

   10,928,429    9,598,887     31,869,215     27,928,330     11,554,870    10,928,429    35,348,220     31,869,215  
                 

 

  

 

  

 

   

 

 

Gross Profit

   7,400,571    7,058,889     21,289,845     19,822,227     8,013,730    7,400,571    23,416,044     21,289,845  

Costs and Expenses:

             

Selling and Marketing

   4,231,926    3,840,047     12,349,272     11,446,777     4,554,875    4,231,926    13,646,526     12,349,272  

General and Administrative

   1,078,942    1,094,609     3,326,920     3,423,013     1,009,145    1,078,942    2,884,286     3,326,920  

Research and Development

   1,382,696    1,163,360     3,736,909     3,565,474     1,261,632    1,382,696    3,916,899     3,736,909  
                 

 

  

 

  

 

   

 

 

Operating Expenses

   6,693,564    6,098,016     19,413,101     18,435,264     6,825,652    6,693,564    20,447,711     19,413,101  
                 

 

  

 

  

 

   

 

 

Operating Income

   707,007    960,873     1,876,744     1,386,963     1,188,078    707,007    2,968,333     1,876,744  

Other Income

   24,157    75,460     130,392     194,250  

Other (Expense) Income

   (68,663  24,157    378,619     130,392  
                 

 

  

 

  

 

   

 

 

Income Before Income Taxes

   731,164    1,036,333     2,007,136     1,581,213     1,119,415    731,164    3,346,952     2,007,136  

Income Tax (Benefit) Provision

   (61,137  353,077     462,012     543,786  

Income Tax Provision (Benefit)

   319,428    (61,137  1,069,688     462,012  
                 

 

  

 

  

 

   

 

 

Net Income

  $792,301   $683,256    $1,545,124    $1,037,427    $799,987   $792,301   $2,277,264    $1,545,124  
                 

 

  

 

  

 

   

 

 

Net Income per Common Share:

             

Basic

  $0.11   $0.10    $0.21    $0.15    $0.11   $0.11   $0.31    $0.21  

Diluted

  $0.11   $0.09    $0.21    $0.14    $0.11   $0.11   $0.31    $0.21  

Weighted Average Number of Shares Outstanding:

             

Basic

   7,334,589    7,150,872     7,276,835     7,128,763     7,339,639    7,334,589    7,300,167     7,276,835  

Diluted

   7,491,981    7,395,829     7,488,343     7,349,233     7,420,835    7,491,981    7,422,787     7,488,343  

Dividends Declared Per Common Share

  $0.07   $0.06    $0.21    $0.18    $0.07   $0.07   $0.21    $0.21  

See Notes to condensed consolidated financial statements (unaudited).

-4-


ASTRO-MED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

 

  Nine Months Ended   Nine Months Ended 
  October 30,
2010
 October 31,
2009
   October 29,
2011
 October 30,
2010
 

Cash Flows from Operating Activities:

      

Net Income

  $1,545,124   $1,037,427    $2,277,264   $1,545,124  

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

      

Depreciation and Amortization

   1,179,678    1,041,357     1,192,466    1,179,678  

Share-Based Compensation

   253,025    321,070     161,242    253,025  

Deferred Income Tax (Benefit) Provision

   (22,956  296,026  

Legal Settlement Receivable

   1,495,051   —    

Loss (Gain) on Sale of Securities Available for Sale

   30,961    (41,776

Deferred Income Tax Benefit

   (211,483  (22,956

Legal Settlement

   —      1,495,051  

Loss on Sale of Securities Available for Sale

   —      30,961  

Changes in Assets and Liabilities:

      

Accounts Receivable

   (1,664,901  (603,927   (238,174  (1,664,901

Inventories

   (1,925,228  1,475,292     797,922    (1,925,228

Income Taxes

   (323,274  (84,957   676,916    (323,274

Accounts Payable and Accrued Expenses

   265,158    (469,502   (442,110  423,410  

Other

   58,638    496,405     (138,675  58,638  
         

 

  

 

 

Net Cash Provided by Operating Activities

   891,276    3,467,415     4,075,368    1,049,528  

Cash Flows from Investing Activities:

      

Proceeds from Sales/Maturities of Securities Available for Sale

   6,149,039    6,274,248     8,905,000    6,149,039  

Purchases of Securities Available for Sale

   (6,980,000  (4,800,000   (7,366,676  (6,980,000

Additions to Property, Plant and Equipment

   (1,925,588  (779,723   (970,867  (1,925,588
         

 

  

 

 

Net Cash (Used) Provided by Investing Activities

   (2,756,549  694,525  

Net Cash Provided (Used) by Investing Activities

   567,457    (2,756,549

Cash Flows from Financing Activities:

      

Proceeds from Common Shares Issued Under Employee Benefit Plans and Employee Stock Option Plans

   569,285    463,515  

Purchases of Treasury Stock

   (272,682  —    

Proceeds from Common Shares Issued Under Employee Benefit Plans and Employee Stock Option Plans, Net of Payment of Minimum Tax Withholdings

   (170,604  411,010  

Purchase of Treasury Stock

   —      (272,682

Cash Settlement of Stock Options

   (186,054  —       —      (186,031

Dividends Paid

   (1,529,703  (1,283,371   (1,537,299  (1,529,703
         

 

  

 

 

Net Cash Used in Financing Activities

   (1,419,154  (819,856   (1,707,903  (1,577,406

Net (Decrease) Increase in Cash and Cash Equivalents

   (3,284,427  3,342,084  

Net Increase (Decrease) in Cash and Cash Equivalents

   2,934,922    (3,284,427

Cash and Cash Equivalents, Beginning of Period

   14,155,096    10,978,553     7,720,135    14,155,096  
         

 

  

 

 

Cash and Cash Equivalents, End of Period

  $10,870,669   $14,320,637    $10,655,057   $10,870,669  
         

 

  

 

 

Supplemental Disclosures of Cash Flow Information:

      

Cash Paid During the Period for Income Taxes, Net of Refunds

  $861,546   $393,607    $553,599   $861,546  

See Notes to condensed consolidated financial statements (unaudited).

-5-


ASTRO-MED, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(1) Overview

Headquartered in West Warwick, Rhode Island, Astro-Med Inc. develops and manufactures a broad range of specialty printers and data acquisition systems. The Company’sOur products are distributed through itsour own sales force and authorized dealers in the United States. We also sell to customers outside of the United States Canada, and Western Europe andprimarily by using authorized dealers elsewhere in the world.and international sales representatives, who are managed from our foreign sales offices. Astro-Med, Inc. products are sold under the brand names Astro-Med® Test & Measurement, Grass® Technologies and QuickLabel® Systems and are employed around the world in a wide range of aerospace, automotive, communications, chemical, food and beverage, medical, military, industrial, and packaging applications.

Unless otherwise indicated, references to “Astro-Med,” the “Company,” “we,” “our,” and “us” in this Quarterly Report on Form 10-Q refer to Astro-Med, Inc. and its consolidated subsidiaries.

(2) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by Astro-Med pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the results of the interim periods included herein. 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 fiscal year ended January 31, 2010.2011.

Results of operations for the interim periods presented herein are not necessarily indicative of the results that may be expected for the full year.

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Some of the more significant estimates relate to the allowances for doubtful accounts and credits, inventory valuation, impairment of long-lived assets and goodwill, income taxes, share-based compensation and warranty reserves. Management’s estimates are based on the facts and circumstances available at the time estimates are made, past historical experience, risk of loss, general economic conditions and trends, and management’s assessments of the probable future outcome of these matters. Consequently, actual results could differ from those estimates.

Subsequent eventsCertain amounts in prior year’s financial statements have been evaluated by management throughreclassified to conform to the filing of this form 10-Q with the SEC.current year’s presentation.

(3) Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation.

(4) Net Income Per Common Share

Basic net income per share is calculated by dividing net income by the weighted average number of shares outstanding during the period. Diluted net income per share is calculated by dividing net income by the weighted average number of shares and, if dilutive, common equivalent shares for stock options outstanding during the period. A reconciliation of the shares used in calculating basic and diluted net income per share is as follows:

 

  Three Months Ended   Nine Months Ended   Three Months Ended   Nine Months Ended 
  October 30,
2010
   October 31,
2009
   October 30,
2010
   October 31,
2009
   October 29,
2011
   October 30,
2010
   October 29,
2011
   October 30,
2010
 

Weighted Average Common Shares Outstanding – Basic

   7,334,589     7,150,872     7,276,835     7,128,763     7,339,639     7,334,589     7,300,167     7,276,835  

Effect of Dilutive Options

   157,392     244,957     211,508     220,470     81,196     157,392     122,620     211,508  
                  

 

   

 

   

 

   

 

 

Weighted Average Common Shares Outstanding – Diluted

   7,491,981     7,395,829     7,488,343     7,349,233     7,420,835     7,491,981     7,422,787     7,488,343  
                  

 

   

 

   

 

   

 

 

For the three and nine months ended October 29, 2011, the diluted per share amounts do not reflect options outstanding of 679,890 and 664,690, respectively. For the three and nine months ended October 30, 2010, the diluted per share amounts do not reflect options outstanding of 782,346. For the three and nine months ended October 31, 2009, the diluted per share amounts do not reflect options outstanding of 794,727 and 800,686, respectively. These outstanding options were not included, due to their anti-dilutive effect, as the exercise price of the options was greater than the average market price of the underlying stock during the periods presented.

-6-


(5) Revenue Recognition

The majority of Astro-Med’s product sales are recorded at the time of shipment, when legal title has transferred and risk of loss passes to the customer, when persuasive evidence of an arrangement exists, the seller’s price to the buyer is fixed or determinable and collectibility is reasonably assured in accordance with the requirements in Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition in Financial Statements.” When a sale arrangement involves training or installation, the deliverables in the arrangement are evaluated to determine whether they represent separate units of accounting in accordance with SAB 104 and FASB’s Accounting Standards Codification (ASC) 605-25, “Revenue Recognition-Multiple-Element Arrangements.” This evaluation occurs at inception of the arrangement and as each item in the arrangement is delivered. The total fee from the arrangement is allocated to each unit of accounting based on its relative fair value. Fair value for each element is established generally based on the sales price charged when the same or similar element is sold separately. Revenue is recognized when revenue recognition criteria for each unit of accounting are met. When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled. All of our equipment contains embedded operating systems and data management software which is included in the purchase price of the equipment. The software is deemed incidental to the systems as a whole, as it is not sold or marketed separately and its production costs are minor as compared to those of the hardware system. Returns and customer credits are infrequent and are recorded as a reduction to sales. Rights of return are not included in sales arrangements. Revenue associated with products that contain specific customer acceptance criteria is not recognized before the customer acceptance criteria are satisfied. Discounts from list prices are recorded as a reduction to sales. Amounts billed to customers for shipping and handling fees are included in sales while related shipping and handling costs are included in cost of sales.

Infrequently, Astro-Med recognizes revenue for non-recurring engineering (NRE) fees for product modification orders upon completion of agreed-upon milestones. Revenue is deferred for any amounts received prior to completion of milestones. Certain of our NRE arrangements include formal customer acceptance provisions. In such cases, we determine whether we have obtained customer acceptance for the specific milestone before recognizing revenue. NRE fees have not been significant in the periods presented herein.

Infrequently, Astro-Med receives requests from customers to hold product being purchased from us for the customers’ convenience. Revenue is recognized for such bill and hold arrangements in accordance with the requirements of SAB 104 which requires, among other things, the existence of a valid business purpose for the arrangement; the transfer of ownership of the purchased product; a fixed delivery date that is reasonable and consistent with the buyer’s business purpose; the readiness of the product for shipment; the use of customary payment terms; no continuing performance obligation by us; and segregation of the product from our inventories. Bill and hold arrangements have not been significant in the periods presented herein.

(6) Share-Based Compensation

Astro-Med has one equity incentive plan (the “Plan”) under which incentive stock options, non-qualified stock options, restricted stock and other equity based awards may be granted to directors, officers and certain employees. To date, only options have been granted under the Plan. Options granted to employees vest over four years. An aggregate of 1,000,000 shares were authorized for awards under the Plan. The exercise price of each stock option will be established at the discretion of the Compensation Committee; however, any incentive stock options granted must be at an exercise price of not less than fair market value at the date of grant. The Plan provides for an automatic annual grant of ten-year options to purchase 5,000 shares of stock to each non-employee director upon the adjournment of each annual shareholders’ meeting. Each such option is exercisable at the fair market value as of the grant date and vests immediately prior to the next succeeding annual shareholders’ meeting. During the third quarter of fiscal 2012, 5,000 options were granted to Mitchell Quain in connection with his election as a member of Astro-Med’s Board of Directors. At October 30, 2010, 726,50029, 2011, 683,444 shares were available for grant under the Plan.

We have estimated the fair value of each option on the date of grant using the Black-Scholes option-pricing model. Our estimate of share-based compensation requires a number of complex and subjective assumptions including our stock price volatility, employee exercise patterns (expected life of the options), the risk-free interest rate and the Company’s dividend yield. The stock price volatility assumption is based on the historical weekly price data of our common stock over a period equivalent to the weighted average expected life of our options. Management evaluated whether there were factors during that period which were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. In determining the expected life of the option grants, the Company has observed the actual terms of prior grants with similar characteristics and the actual vesting schedule of the grant and has assessed the expected risk tolerance of different option groups. The risk-free interest rate is based on the actual U.S. Treasury zero coupon rates for bonds matching the expected term of the option as of the option grant date.

-7-


The fair value of stock options granted during the nine months ended October 30, 201029, 2011 and October 31, 200930, 2010 was estimated using the following assumptions:

 

  Nine Months Ended   Nine Months Ended 
  October 30,
2010
 October 31,
2009
   October 29,
2011
 October 30,
2010
 

Risk Free Interest Rate

   2.11% -2.42  1.54% -2.12   0.9% - 2.0  2.11% - 2.42

Expected Volatility

   41.3  41.9   39.1% - 39.4  41.3

Expected Life (in years)

   5.0    5.0     5.0    5.0  

Dividend Yield

   3.4  4.0   3.5% - 3.9  3.4

The weighted average fair value per share for options granted was $2.12$2.03, $2.05, and $1.86 during the first, quartersecond, and third quarters of fiscal 20112012, respectively. On a comparative basis, the weighted average fair value per share for options granted was $2.12 and $2.06 during the second quarter of fiscal 2011 compared to $2.40 and $2.28 during the first and second quarters of fiscal 2010.2011. No options were granted during the third quarter of fiscal 2011 and 2010.2011.

Aggregated information regarding stock options granted under the Plan for the nine months ended October 30, 201029, 2011 is summarized below:

 

  Number of Options Weighted Average
Exercise Price
   Weighted  Average
Remaining
Contractual Life
(in Years)
   Aggregate  Intrinsic
Value
   Number of Options Weighted Average
Exercise Price
   Weighted Average
Remaining
Contractual Life
(in Years)
   Aggregate Intrinsic
Value
 

Outstanding at January 31, 2010

   1,688,951   $6.24     3.4    $3,026,509  

Outstanding at January 31, 2011

   1,219,183   $7.03     4.2    $1,946,412  

Granted

   85,000    7.45         55,000    7.91      

Exercised

   (325,791  4.17         (261,821  2.86      

Expired or canceled

   (224,852  5.48         (96,669  8.64      
             

 

  

 

     

Outstanding at October 30, 2010

   1,223,308   $7.02     4.4    $1,513,630  

Outstanding at October 29, 2011

   915,693   $8.11     4.8    $504,557  
                 

 

  

 

   

 

   

 

 

Exercisable at October 30, 2010

   1,014,187   $6.79     3.7    $1,471,834  

Exercisable at October 29, 2011

   764,685   $8.23     4.1    $454,711  
                 

 

  

 

   

 

   

 

 

Share-based compensation expense was recognized as follows:

 

  Three Months Ended   Nine Months Ended   Three Months Ended   Nine Months Ended 
  October 30, 2010   October 31, 2009   October 30, 2010   October 31, 2009   October 29, 2011   October 30, 2010   October 29, 2011   October 30, 2010 

Cost of Sales

  $13,996    $16,707    $46,154    $55,223    $7,119    $13,996    $28,395    $46,154  

Operating Expenses

   64,524     70,093     206,871     265,847     35,877     64,524     132,847     206,871  
                  

 

   

 

   

 

   

 

 

Total

  $78,520    $86,800    $253,025    $321,070    $42,996    $78,520    $161,242    $253,025  
                  

 

   

 

   

 

   

 

 

As of October 30, 201029, 2011 there was $370,929$227,744 of unrecognized compensation expense related to unvested options.

Astro-Med has an Employee Stock Purchase Plan allowing eligible employees to purchase shares of common stock at a 15% discount from fair value on the date of purchase. A total of 247,500 shares were reserved for issuance under this plan. During the quarters ended October 29, 2011 and October 30, 2010, 1,210 and October 31, 2009, 1,993 and 2,331 shares respectively, were purchased under this plan. During the nine months ended October 29, 2011 and October 30, 2010, 4,487 and October 31, 2009, 5,660 and 7,416 shares respectively, were purchased under this plan. As of October 30, 2010, 78,85829, 2011, 72,521 shares remain available.

-8-


(7)(6) Comprehensive Income

The Company’s comprehensive income is as follows:

 

  Three Months Ended Nine Months Ended   Three Months Ended Nine Months Ended 
  October 30,
2010
 October 31,
2009
 October 30,
2010
 October 31,
2009
   October 29,
2011
 October 30,
2010
 October 29,
2011
   October 30,
2010
 

Net Income

  $792,301   $683,256   $1,545,124   $1,037,427    $799,987   $792,301   $2,277,264    $1,545,124  

Other Comprehensive Income (Loss), net of taxes and reclassification adjustments:

           

Foreign currency translation adjustments

   155,480    117,441    (66,968  515,282     (92,983  155,480    140,341     (66,968

Unrealized holding gain (loss) arising during the period

   (1,945  (8,547  12,101    (62,444   (4,882  (1,945  3,223     12,101  
               

 

  

 

  

 

   

 

 

Other Comprehensive Income (Loss)

   153,535    108,894    (54,867  452,838     (97,865  153,535    143,564     (54,867
               

 

  

 

  

 

   

 

 

Comprehensive Income

  $954,836   $792,150   $1,490,257   $1,490,265    $702,122   $954,836   $2,420,828    $1,490,257  
               

 

  

 

  

 

   

 

 

(8)(7) 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 are as follows:

 

  October 30, 2010   January 31, 2010   October 29, 2011   January 31, 2011 

Materials and Supplies

  $8,488,556    $7,422,465    $8,515,142    $8,450,985  

Work-In-Process

   1,198,338     898,332     1,260,846     982,092  

Finished Goods

   4,277,640     3,718,509     3,831,004     4,971,837  
          

 

   

 

 
  $13,964,534    $12,039,306    $13,606,992    $14,404,914  
          

 

   

 

 

(9)(8) Income Taxes

The Company’s effective tax rates for the periods, which are based on the projected effective tax rate for the full year, are as follows:

 

  Three Months Ended Nine Months Ended   Three Months Ended Nine Months Ended 

Fiscal 2012

   28.5  32.0

Fiscal 2011

   (8.4)%   23.0   (8.4)%   23.0

Fiscal 2010

   34.1  34.4

During the third quarter of fiscal 2012, we recognized an income tax expense of approximately $319,000 which included an expense of $432,000 on the quarter’s pre-tax income and a benefit of $113,000 related to the difference between the prior year’s tax provision and the actual returns as filed. During the third quarter of fiscal 2011, we recognized an income tax benefit of approximately $61,000, which included an expense of $340,000 on the quarter’s pre-tax income, a benefit of $251,000 related to the favorable resolution of a previously uncertain tax position and a benefit of $150,000 related to the difference between the prior year’s tax provision and the actual returns as filed.

During the third quarter of fiscal 2010,nine months ended October 29, 2011, we recognized an income tax expense of approximately $353,000,$1,070,000, which included an expense of $378,000$1,183,000 on the quarter’snine month’s pre-tax income and a benefit of $25,000$113,000 related to the difference between the prior year’s tax provision and the actual returnreturns as filed.

During the nine months ended October 30, 2010, we recognized an income tax expense of approximately $462,000, which included an expense of $863,000 on the nine month’s pre-tax income, a benefit of $251,000 related to the favorable resolution of a previously uncertain tax position and a benefit of $150,000 related the difference between the prior year’s tax provision and the actual returns as filed. During the nine months ended October 31, 2009, we recognized an income tax expense of approximately $544,000, which included an expense of $569,000 on the nine month’s pre-tax income and a benefit of $25,000 related to the difference between the prior year’s tax provision and the actual return as filed.

As of October 30, 2010,29, 2011, the Company’s cumulative unrecognized tax benefits totaled $667,469$758,200 compared to $875,225$726,661 as of January 31, 2010. During the third quarter of the current year, we recognized $251,000 of a previously unrecognized tax benefit as a result of the expiration of statutes of limitations. We continue to accrue interest and penalties to2011. There were no developments affecting unrecognized tax benefits induring the income tax provision.

three and nine months ended October 29, 2011.

-9-


(10)(9) Segment Information

The Company reports three segments consistent with its sales product groups: Test & Measurement (T&M); QuickLabel Systems (QuickLabel) and Grass Technologies (Grass). The Company evaluates segment performance based on the segment profit before corporate expenses.

Summarized below are the Net Sales and Segment Operating Profit for each reporting segment:

 

  Three Months Ended   Nine Months Ended   Three Months Ended Nine Months Ended 
  Net Sales   Segment Operating Profit   Net Sales   Segment Operating Profit   Net Sales   Segment Operating Profit Net Sales   Segment Operating Profit 

(In thousands)

  October 30,
2010
   October 31,
2009
   October 30,
2010
 October 31,
2009
   October 30,
2010
   October 31,
2009
   October 30,
2010
   October 31,
2009
   October 29,
2011
   October 30,
2010
   October 29,
2011
 October 30,
2010
 October 29,
2011
   October 30,
2010
   October 29,
2011
   October 30,
2010
 

T&M

  $4,137    $3,667    $192   $389    $10,964    $11,213    $910 ��  $1,025    $4,325    $4,137    $595   $192   $12,550    $10,964    $1,469    $910  

QuickLabel

   9,851     8,737     575    871     30,107     24,378     1,631     1,774     10,352     9,851     392    575    32,364     30,107     1,798     1,631  

Grass

   4,341     4,254     894    668     12,088     12,160     2,250     1,595     4,892     4,341     1,176    894    13,850     12,088     2,587     2,250  
                                 

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

 

Total

  $18,329    $16,658     1,661    1,928    $53,159    $47,751     4,791     4,394    $19,569    $18,329     2,163    1,661   $58,764    $53,159     5,854     4,791  
                         

 

   

 

     

 

   

 

     

Corporate Expenses

       954    967         2,914     3,007         975    954        2,886     2,914  
                             

 

  

 

      

 

   

 

 

Operating Income

       707    961         1,877     1,387         1,188    707        2,968     1,877  

Other Income - Net

       24    75         130     194  

Other (Expense) Income — Net

       (69  24        379     130  
                             

 

  

 

      

 

   

 

 

Income Before Income Taxes

       731    1,036         2,007     1,581         1,119    731        3,347     2,007  

Income Tax (Benefit) Provision

       (61  353         462     544  

Income Tax Provision (Benefit)

       319    (61      1,070     462  
                             

 

  

 

      

 

   

 

 

Net Income

      $792   $683        $1,545    $1,037        $800   $792       $2,277    $1,545  
                             

 

  

 

      

 

   

 

 

(11)(10) Recent Accounting Pronouncements

Goodwill

In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2011-08, “Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment” which is intended to reduce the complexity and costs related to the testing goodwill for impairment. ASU 2011-08 allows an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment in order to determine whether it is necessary to perform the two-step quantitative goodwill impairment test already included in Topic 350. An entity will no longer be required to calculate the fair value of a reporting unit unless the entity determines, based on its qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. ASU 2011-08 also expands upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. This amended guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. We do not expect the adoption of ASU 2011-08 to have a material effect on our consolidated financial position or results of operations.

Comprehensive Income

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income,” which requires entities to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in shareholders’ equity. While ASU-2011-05 changes the presentation of comprehensive income, it does not change the components that are recognized in net income or comprehensive income under current accounting guidance. This amended guidance is effective for fiscal years, and interim periods within those years, ending December 15, 2011, and must be applied retroactively. Since ASU 2011-05 impacts presentation only, the adoption of this guidance will not have any effect on our consolidated financial position or results of operations.

Fair Value Measurements

In May 2011, the FASB issued ASU 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs,” which is intended to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. ASU 2011-04 does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within U.S. GAAP or IFRSs. ASU 2011-04 changes the wording used to describe many requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, ASU 2011-04 clarifies the FASB’s intent about the application of existing fair value measurement. This update is effective for interim and annual periods beginning after December 15, 2011. We do not expect the provisions of ASU 2011-04 to have a material effect on our consolidated financial position or results of operations.

In January 2010, the FASB issued Accounting Standards Update (ASU)ASU 2010-06, “Improving Disclosures About Fair Value Measurement,” which requires reporting entities to make new disclosures about recurring or nonrecurring fair value measurements including significant transfers into and out of Level 1 and Level 2 fair value measurements and information on purchases, sales, issuances and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. ASU 2010-06 is effective for annual periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which arewere effective for annual periods beginning after December 15, 2010. The adoption of ASU 2010-06 did not have a material impacteffect on our consolidated financial position or results of operations.

Revenue Recognition

In October 2009, the FASB issued ASU 2009-13, “Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements—a consensus of the FASB Emerging Issues Task Force” and ASU 2009-14, “Software (Topic 985)—Certain Arrangements That Include Software Elements—a consensus of the FASB Emerging Issues Task Force.” ASU 2009-13 provides amendments to the criteria in Subtopic 605-25 for separating consideration in multiple-deliverable arrangements.

The amendments in this update established a selling price hierarchy for determining the selling price of a deliverable. ASU 2009-13 also eliminates the residual method of allocating arrangement consideration.consideration and significantly expands the disclosures required for multiple-element revenue arrangements. ASU 2009-14 removes (1) tangible products containing software components and (2) non-software components that function together to deliver the tangible products essential functionality from the scope of software revenue guidance (ASC 965-605). ASU 2009-14 also provides guidance on determining whether software deliverables in an arrangement that includes a tangible product are covered by the scope of the software revenue guidance. We adopted ASU 2009-13 and ASU 2009-14 should be applied on a prospective basisprospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. We are currently evaluatingFebruary 1, 2011. Adoption of the impact of adopting these updatesnew guidance did not have a material effect on our consolidated financial position and results of operations.

Other Accounting Changes

In May 2009, the FASB issued guidance included in ASC 855, “Subsequent Events,” which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued. In particular, the guidance addresses: the period after the balance sheet date during which management of a reporting entity shall evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; the circumstances under which an entity shall recognize events or transactions occurring after the balance sheet date in its financial statements; and the disclosures that an entity shall make about events or transactions that occurred after the balance sheet date. This guidance became effective for interim and annual reporting periods ending after June 15, 2009. The adoption did not have a material impact on our consolidated financial position or results of operations.

-10-


Except for the ASU’s discussed above, all other ASUs issued by the FASB as of the filing date of this Quarterly Report on Form 10-Q are not expected to have a material effect on our consolidated financial statements.

(12)(11) Securities Available for Sale

Pursuant to our investment policy, securities available for sale include state and municipal securities with various contractual or anticipated maturity dates ranging from twoone to twentytwenty-six months. During the second quarter of this year, our remaining auction rate security was settled by our investment advisor at par value. Securities available for sale are carried at fair value, with unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in shareholders’ equity until realized. Realized gains and losses from the sale of available for sale securities, if any, are determined on a specific identification basis. A decline in the fair value of any available for sale security below cost that is determined to be other than temporary will result in a write-down of its carrying amount to fair value. No such impairment charges were recorded for any period presented. All short-term investment securities have original maturities greater than 90 days at the time of purchase.days. The fair value, amortized cost and gross unrealized gains and losses of the securities are as follows:

 

October 30, 2010

  Amortized Cost   Gross  Unrealized
Gains
   Gross Unrealized
Losses
  Fair Value 

State and Municipal Obligations

  $10,399,104    $13,654    $(4,614 $10,408,144  
                   

January 31, 2010

  Amortized Cost   Gross Unrealized
Gains
   Gross Unrealized
Losses
  Fair Value 

State and Municipal Obligations

  $9,114,511    $35,385    $(33,350 $9,116,546  

Auction Rate Securities

   500,000     —       (11,330  488,670  
                   
  $9,614,511    $35,385    $(44,680 $9,605,216  
                   

October 29, 2011

  Amortized Cost   Gross Unrealized
Gains
   Gross Unrealized
Losses
  Fair Value 

State and Municipal Obligations

  $11,358,898    $20,251    $(2,358 $11,376,791  
  

 

 

   

 

 

   

 

 

  

 

 

 

January 31, 2011

  Amortized Cost   Gross Unrealized
Gains
   Gross Unrealized
Losses
  Fair Value 

State and Municipal Obligations

  $12,897,221    $15,949    $(2,938 $12,910,232  
  

 

 

   

 

 

   

 

 

  

 

 

 

(13)(12) Fair Value

We measure our financial assets at fair value on a recurring basis in accordance with the guidance provided in ASC 820, “Fair Value Measurement and Disclosures” which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In addition, ASC 820 establishes a three-tiered hierarchy for inputs used in management’s determination of fair value of financial instruments that emphasizes the use of observable inputs over the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect management’s belief about the assumptions market participants would use in pricing a financial instrument based on the best information available in the circumstances.

The fair value hierarchy is summarized as follows:

 

Level 1 - Quoted prices in active markets for identical assets or liabilities;

 

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

 

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table represents the fair value hierarchy for our financial assets (cash equivalents and investments) measured at fair value on a recurring basis:

 

October 30, 2010

  Level 1   Level 2   Level 3   Total 

Money Market Funds

  $4,458,245    $—      $—      $4,458,245  

State and Municipal Obligations

   10,408,144     —       —       10,408,144  
                    

Total

  $14,866,389    $—      $—      $14,866,389  
                    

October 29, 2011

  Level 1   Level 2   Level 3   Total 

Money Market Funds

  $5,851,869    $—      $—      $5,851,869  

State and Municipal Obligations

   11,376,791     —       —       11,376,791  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $17,228,660    $—      $—      $17,228,660  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

January 31, 2011

  Level 1   Level 2   Level 3   Total 

Money Market Funds

  $4,926,983    $—      $—      $4,926,983  

State and Municipal Obligations

   12,910,232     —       —       12,910,232  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $17,837,215    $—      $—      $17,837,215  
  

 

 

   

 

 

   

 

 

   

 

 

 

-11-


January 31, 2010

  Level 1   Level 2   Level 3   Total 

Money Market Funds

  $8,126,245    $—      $—      $8,126,245  

State and Municipal Obligations

   9,116,546     —       —       9,116,546  

Governmental Obligations

   1,249,998     —       —       1,249,998  

Auction Rate Security

   —       —       488,670     488,670  
                    

Total

  $18,492,789    $—      $488,670    $18,981,459  
                    

At January 31, 2010, the Level 3 asset consisted of an auction rate security whose underlying assets were backed by municipal assets. While we were continuing to earn interest at the maximum contractual rate, this investment was not trading and therefore did not have a readily determinable market value. The Company used the services of a global investment management and advisory firm to manage its auction rate security position. This investment management firm had developed and implemented a proprietary methodology for pricing auction rate securities using a disciplined discounted cash flow approach to establish fair market valuation.(14) Life Insurance Proceeds

During the second quarter of fiscal 2012, we recognized income on key-man life insurance proceeds of $300,000. This income is included in other income in the current year, the remaining auction rate security held by the Company was redeemed by our investment advisor at par value. Accordingly, we recorded an unrealized gainaccompanying consolidated statement of $11,330 related to the settlement of the remaining auction rate security as of October 30, 2010.

The following table provides a summary of changes in fair value of our auction rate securitiesoperations for the nine monthsmonth period ended October 30, 2010:29, 2011.

   Nine months
ended
 

Balance, January 31, 2010

  $488,670  

Settlement

   (500,000

Change in unrealized loss

   11,330  
     

Balance at October 30, 2010

  $—    
     

(14)(15) Litigation Settlement

In November 2009, Astro-Med was awarded a $1,391,000 judgment related to a lawsuit filed by the Company against a former employee and a competitor business. At issue in the lawsuit was the violation of a non-competition agreement which the former employee had signed as a condition of employment with Astro-Med. The $1,391,000 judgment included both punitive and exemplary damages, as well as attorney fees (all of which have been previously expensed) and related interest earned on the judgment and was recorded as a gain on legal settlement in the consolidated statement of operations and as a receivable in prepaid and other current assets in the consolidated balance sheet for the fiscal year ended January 31, 2010. In November 2009, the Company also filed a motion to amend the original judgment to include additional legal fees of $73,000. This motion was granted on February 12, 2010. On February 17, 2010, the Company collected a total of $1,495,000 related to this legal proceeding, which included the $1,391,000 gain on legal settlement recorded in the fourth quarter of fiscal 2010 and $104,000 for interest and the additional attorney fees as granted pursuant to the February 12, 2010 motion. The $104,000 was recorded as an additional gain on legal settlement in the first quarter of fiscal 2011 and is included in other income in the accompanying consolidated statement of operations for the nine month period ended October 30, 2010.

-12-


Item 2.

ASTRO-MED, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Business Overview

This section should be read in conjunction with Astro-Med’s Condensed Consolidated Financial Statements included elsewhere herein and our Annual Report on Form 10-K for the fiscal year ended January 31, 2010.2011.

Astro-Med is a multi-national enterprise, which designs, develops, manufactures, distributes and services a broad range of products that acquire, store, analyze and present data in multiple formats. The Company organizes its structure around a core set of competencies, including research and development, manufacturing, service, marketing and distribution. We market and sell our products and services through the following three sales product groups:

 

Test and Measurement Product Group (T&M)—represents a suite of telemetry recorder products sold to the aerospace and defense industries, as well as portable data acquisition recorders, which offer diagnostic and test functions to a wide range of manufacturers including automotive, energy, paper and steel fabrication. In addition, T&M also includes a suite of ruggedized printer products and ethernet switches designed for military and commercial applications to be used in the avionics industry to print weather and airport maps, communications and other critical flight information.

 

QuickLabel Systems Product Group (QuickLabel)—offers hardware, software and media products that create on demand color labels and store and produce images in color or non-color formats on a broad range of media substrates.

 

Grass Technologies Product Group (Grass)—centers on diagnostic and monitoring products that serve the clinical neurophysiology markets, as well as a range of biomedical instrumentation products and supplies focused on the life sciences markets.

Astro-Med markets and sells its products and services globally through a diverse distribution structure of sales personnel, manufacturing representatives and dealers that deliver a full complement of branded products and services to customers in our respective markets.

-13-


Results of Operations

Three Months Ended October 30, 201029, 2011 vs. Three Months Ended October 31, 200930, 2010

Net sales by product group and current quarter percentage change over prior year for the three months ended October 30, 201029, 2011 and October 31, 2009,30, 2010 were:

 

(Dollars in thousands)

  October 30,
2010
   As a
% of
Net Sales
 October 31,
2009
   As a
% of
Net Sales
 % Change
Over
Prior Year
   October 29,
2011
   As a
% of
Net Sales
 October 30,
2010
   As a
% of
Net Sales
 % Change
Over
Prior Year
 

T&M

  $4,137     22.6%  $3,667     22.0%   12.8%   $4,325     22.1 $4,137     22.6  4.5

QuickLabel

   9,851     53.7%   8,737     52.5%   12.8%    10,352     52.9  9,851     53.7  5.1

Grass

   4,341     23.7%   4,254     25.5%   2.0%    4,892     25.0  4,341     23.7  12.7
                    

 

   

 

  

 

   

 

  

 

 

Total

  $18,329     100.0%  $16,658     100.0%   10.0%   $19,569     100.0 $18,329     100.0  6.8
                    

 

   

 

  

 

   

 

  

 

 

The Company’s current year third quarter sales were $18,329,000, representing$19,569,000, a 10.0% increase as compared to the previous6.8% improvement over prior year’s third quarter sales of $16,658,000 and a 3.2% improvement over current year second quarter sales of $17,753,000.$18,329,000. Sales through the domestic channels for the current quarter were $13,336,000,$14,127,000, an increase of 16.7%5.9% over the prior year. International shipments for the secondthird quarter of the current year were $4,993,000,$5,442,000, representing a 4.6% decrease9.0% increase from the previous year. The currentCurrent year’s third quarter decrease in international sales is primarily due to the $207,000 negativeinclude a $125,000 favorable impact due to foreign exchange rates.

Hardware sales in the current quarter were $7,782,000, an increase of 9.9%$8,356,000, a 6.2% improvement over the prior year’s third quarter hardware sales of $7,079,000. The$7,869,000. With the exception of T&M’s Recorder product line, the increase in hardware sales was evident in all three product groups. However, T&M’s other product line, Ruggedized printers & switches, posted a double-digit increment over the prior year’s third quarter sales of Ruggedized products. Quick Label’s hardware sales for the third quarter of the current quarter as compared toyear were up 9.2% over the prior year was primarily due to the demand for T&M’s new TMX line as well as the 20.3% increase in sales of the Ruggedized product line within T&M product group. Also contributing to the increase inyear’s sales. Grass Technologies’ current quarter sales was the 14.9% increase in sales of QuickLabel printers and the 19.2% increase in Grass Technologies’ clinical line of diagnostic systems, especially Long Term Epilepsy Monitoring Systems. The increase in the current quarter’s hardware sales was somewhat tempered by lower sales of T&M’s recorder and data acquisition product lines, as well as lower sales of Grass Technologies’ research line of products.increased 10.0% from prior year.

Consumables sales in the current quarter were $9,215,000,$9,873,000, representing an increase of 10.3%7.1% over the prior year’s third quarter consumable sales of $8,353,000.$9,215,000. The overall increase in consumable sales for the current quarter as compared to prior year’s third quarter was primarily dueattributable to sales inof digital color printer supplies within the QuickLabel product group, which were up 12.3%55.9%. Also contributing to the current quarter increase were the sales of Grass electrodes and cream products which increased 18.0%. This overall increase was slightly tempered by the decrease in sales of QuickLabel’s thermal transfer ribbon product lines as compared to prior year’s third quarter, sales. QuickLabel’s increased level of consumable salesdue to a decline in the current quarter is due to an increase in consumable demand from the Company’s installed base of printer customers, as well as label shipments from the Asheboro, North Carolina business, acquired in December 2009.thermal transfer printers.

-14-


Service and other revenues of $1,332,000$1,340,000 in the current quarter were up 8.6% fromincreased 7.6% compared to prior year’s third quarter service and other revenuerevenues of $1,226,000. The current quarter increase was shared among all three product groups with T&M up 6.2%, Quick Label up 13.7% and Grass Technology up 3.5% and was$1,245,000, primarily due to the increase in freightrepair and service revenue as well as parts and repair revenue which were up 13.1% and 9.8%, respectively, as compared to prior year’s thirdduring the quarter.

Current year

Gross profit for the third quarter gross profit was $7,401,000, reflecting an improvement over bothof the current year second quarter gross profit of $7,024,000 andwas $8,014,000, reflecting an 8.3% improvement over the prior year’s third quarter gross profit of $7,059,000, and is as a result of higher sales.$7,401,000. The Company’s gross profit margin of 40.4%41.0% in the current quarter reflects a decrease from thean increase as compared to prior year’s third quarter gross profit margin of 42.4%40.4%. The lowerincrease in gross profit margin for the current quarter as compared to prior year is primarily attributable to unfavorable salesfavorable product mix as well as higherand lower manufacturing costs due to unfavorable factory absorption.costs.

Operating expenses for the current quarter were $6,694,000,$6,826,000, a 9.8%2.0% increase from prior year’s third quarter operating expenses of $6,098,000.$6,694,000. Specifically, selling and marketing expenses for the current quarter increased 10.2%7.6% to $4,232,000$4,555,000 as compared to the previous year’s third quarter selling and marketing expenses of $3,840,000.$4,232,000. The increase in selling and marketing for the current quarter was primarily the result ofdue to increases in commissionspersonnel related costs, as well as an increase in rental and wagesleasing expenses due to personnel additionsthe expansion of both our German and increased sales. The increase in sales and marketing was also due to increased travel spending.Canadian facilities. General and administrative (G&A) expenses decreased 1.5%6.5% to $1,079,000$1,009,000 in the third quarter of the current year as compared to prior year’s third quarter G&A expenses of $1,095,000.$1,079,000. The decrease in G&A was primarily due to a decrease in banking and professional service feeswages, as compared to prior year. Spendingwell as a benefit recognized on the reversal of the sales based incentive earn out accrual which did not reach its negotiated sales goal. Investment in research & development (R&D) in the third quarter of the current year of $1,383,000$1,262,000 represents an 18.9% increase8.7% decrease compared to prior year’s third quarter spendinginvestment of $1,163,000$1,383,000. The decrease in R&D for the current quarter was primarily due to the increasedecline in outsourced development services fees.third party research and development. The current quarter spending in R&D represents 7.5%6.4% of sales, an increasea decline from the prior year’s third quarter level of 7.0%7.5%.

Third quarter operating income from operations is $707,000, a 26.4% decreaseof $1,188,000 increased 68.0% as compared to the prior year’s third quarter operating income of $961,000.$707,000. Operating margin for the third quarter of the current year of 3.9% is downwas 6.1% as compared to the prior year’s third quarter margin of 5.8%3.9%. The lowerincrease in both operating incomeprofit dollars and related margin for the current quarter is primarily attributable to unfavorable sales product mix; higher manufacturing cost due to unfavorable factory absorption;increased sales and increased selling and marketing and R&D expenses during the current quarter.favorable product mix.

Other incomeexpense during the third quarter was $24,000of the current year were $69,000 compared to $76,000other income of $24,000 in the third quarter of the previous year. The decrease for the current quarter was primarily due to lower investmentunfavorable foreign exchange.

The provision for federal and state income due to lower overall interest rates, as well as foreign exchange losses recognized intaxes for the second quarter of the current quarter due to the continuing strengtheningyear was $319,000 reflecting an effective tax rate of the US dollar as compared to the same period in the prior year.

In28.5%. The effective tax rate for the third quarter of the current year is a result of the Company recognized an income$113,000 tax benefit of $61,000, reflecting an effective tax rate of negative 8.4%. The current quarter tax benefit is due to the recognition of $251,000 related to the favorable resolution of a previously uncertain tax position and $150,000 related to the difference between the prior year’s tax provision and the actual returns as filed. This result compares to the prior year’s third quarter income tax expensebenefit of $353,000,$61,000 reflecting an effective tax rate of 34.1%negative 8.4%. The prior year’s third quarter tax benefit is due to the recognition of $251,000 related to the favorable resolution of a previously uncertain tax position and $150,000 related to difference between the prior year’s tax provision and the actual returns as filed.

The Company reported $792,000$800,000 in net income for the third quarter of the current year, reflecting a return on sales of 4.3%4.1% and generating EPS of $0.11 per diluted share. Included in net income is a tax benefit of $401,000,$113,000 or $0.05$0.02 per diluted share related to the favorable resolution of a previously uncertain tax position and favorable adjustment in the filing of the prior year’s tax returns. On a comparative basis, prior year’s third quarter recognized net income of $683,000,$792,000 reflecting a return on sales of 4.1%4.3% and an EPS of $0.09$0.11 per diluted share.

Prior year’s third quarter net income includes a tax benefit of approximately $400,000 or $0.05 per diluted share due to a favorable resolution of a previously uncertain tax position and a favorable adjustment in the filing of the prior year tax returns.

-15-


Nine Months Ended October 29, 2011 vs. Nine Months Ended October 30, 2010 vs. Nine Months Ended October 31, 2009

Net sales by product group and current quarter percentage change over prior year for the nine months ended October 30, 201029, 2011 and October 31, 200930, 2010 were:

 

(Dollars in thousands)

  October 31,
2010
   As a
% of
Net Sales
 October 31,
2009
   As a
% of
Net Sales
 % Change
Over
Prior Year
   October 29,
2011
   As a
% of
Net Sales
 October 30,
2010
   As a
% of
Net Sales
 % Change
Over
Prior Year
 

T&M

  $10,964     20.6%  $11,213     23.5%   (2.2)%   $12,550     21.3 $10,964     20.6  14.5

QuickLabel

   30,107     56.7%   24,378     51.0%   23.5%    32,364     55.1  30,107     56.7  7.5

Grass

   12,088     22.7%   12,160     25.5%   (0.6)%    13,850     23.6  12,088     22.7  14.6
                    

 

   

 

  

 

   

 

  

 

 

Total

  $53,159     100.0%  $47,751     100.0%   11.3%   $58,764     100.0 $53,159     100.0  10.5
                    

 

   

 

  

 

   

 

  

 

 

Net sales for the first nine month periodmonths of the current fiscal year were $53,159,000, an 11.3%$58,764,000, a 10.5% increase as compared to $47,751,000sales of $53,159,000 as reported for the nine months ofin the prior fiscal year. Sales through the domestic channels for the first nine months of the current fiscal year were $38,112,000,$40,974,000, a 13.7%7.5% increase from the prior year. International sales for the first nine months of the current fiscal year of $15,047,000$17,790,000 includes a favorable impact of $767,000 due to foreign exchange rates and reflects a 5.8%an 18.2% increase as compared to the prior year and is net of a $184,000 unfavorable impact due to foreign exchange rates.year.

The Company’s hardware sales were $20,732,000$25,640,000 in the first nine months of fiscal 2011,2012, a 2.3% decrease23.2% increase as compared to the same period in the prior year. The decreaseAll three product groups experienced double-digit hardware growth in the current year with T&M hardware sales is primarly duefor the first nine months of the current year up 21.7% compared to lower sales inprior year’s T&M’s recorder and data acquisition product lines and lower sales in Grass Technologies’ research product lines. The Company did realize growth in certain&M hardware product lines including T&M’s TMX line, Grass Technologies’ Long- Term Monitoring systems and Sleep product lines and QuickLabel’s line of color printers. Consumablesales; QuickLabel hardware sales for the first nine months of the current year are up 35.1% compared to prior year’s sales of QuickLabel printers and Grass hardware sales for the first nine months of the current year of $28,266,000 increased 23.3% fromposted an 18.1% increase compared to prior year’s sales of Grass clinical and research hardware products.

Consumables sales for the first nine months of the current fiscal year were $29,317,000, representing an increase of 3.7% over the prior year’s consumable sales of $28,266,000. The overall increase in consumable sales for the first nine months of the current fiscal year nine month period. Thewas primarily attributable to sales of digital color printer supplies within the QuickLabel product group, which were up 35.3% over the prior year. Also contributing to the current year increase was evident in all product groups, but was dominated by QuickLabelwere sales of Grass electrodes and cream products which was up 25.9%increased 12.6% as compared to the same periodprior year. This overall increase was somewhat tempered by a decrease in sales of chart paper within the T&M group, as well as a 4.0% decrease in sales of QuickLabel’s thermal transfer ribbon product lines as compared to the prior year.

Service and other revenues of $3,807,000 in the prior year. The increased level of consumable sales for QuickLabel in thefirst nine months of fiscal 2011 is due to increased demand for supplies2012 were down 6.5% from the current installed base of printer customers, as well as label sales from the Company’s recent acquisition of the Asheboro, North Carolina label manufacturer. Service and other sales revenues for the nine months ended October 30, 2010, were $4,161,000, an increase of 15.4% from the prior year. The increase inyear’s service and other sales was evidentrevenues of $4,074,000, primarily due to the decrease in all three product groups.repair and parts revenue.

The Company achieved $21,290,000$23,416,000 in gross profit for the first nine months of fiscal 20112012 and generated a gross profit margin of 40.0%39.8% as compared to prior year’s gross profit of $21,290,000 and related gross profit margin of 41.5%40.0%. The nominal decline in gross profit margin for the first nine months of the current fiscal year is due to unfavorable sales product mix as well as higher manufacturing costs. The Company incurred an increase in the purchase price variance expense this year as a result of the higher cost of precious sensitive material and paper stock.

Operating expenses in the first nine months of the current fiscal year were $19,413,000,$20,448,000, representing a 5.3% increase from the prior year. Selling and marketing expenses for the first nine months of the current fiscal year increased 7.9%10.5% from the prior year to $12,349,000$13,647,000 with the increase traceable primarily to wages and benefits due tohigher personnel additionscost, as well as higher travelincreased commissions and outside service spending. R&D spending for the current nine months of $3,737,000 representsis $3,917,000, representing a 4.8% increase as compared towith prior year R&D spending of $3,566,000. Current year spending$3,737,000. Spending in R&D represents 7.0%6.7% of sales for the first nine months of the current year’s salesfiscal year and as compared to 7.5% of sales7.0% for the same nine month period in the prior year. General and administrative (G&A) expenses for the first nine months of the current fiscal year were $3,327,000,$2,884,000, a 2.8%13.3% decrease from the prior year. The lower spending level for G&A in the current year is mainly attributed to the lower personnel costs and professional service fees.services spending, as well as the benefit recognized on the reversal of sales based incentive earnout accrual which did not reach its negotiated sales goal.

The Company earned $1,877,000$2,968,000 in operating income during the first nine months of fiscal 2011, a 35.3% improvement2012, as compared to operating income of $1,387,000$1,877,000 for the same period in the prior year. On a margin basis, this year’s operating income reflects an operating margin of 3.5%5.1% on sales compared to prior year’s operating margin of 2.9%3.5%.

Other income realized during the first nine months of the current fiscal year is $130,000, a decrease of 33.0%$379,000 as compared to the other income of $130,000 reported in the previous year. This lowerincreased level of other income for the current year is a result of lowerincome recognized of $300,000 related to the disposition of a key-man life insurance policy. Also, increases in investment income, due to lower overall interest rates, as well as foreign exchange lossesgains recognized in the current year duecontributed to the continued strengthening ofincrease over the US dollar. The overall decline in otherprior year. Other income for the first nine months of fiscal 2011 is tempered by theincludes a $104,000 gain on legal settlement recognized in the second quarter for interest and attorney fees recognized as a result of damages collected from a lawsuit filed against a former employee and competitor business.

The Company has provided federal state, and foreignstate income tax expense of $462,000$1,070,000 for the nine month period ended October 30, 2010.29, 2011. This year’s provision reflects an effective tax rate of 23.0%, and32.0%. The effective tax rate for the first nine months of the current fiscal year includes a $251,000 benefit related to the favorable resolution of a previously uncertain$113,000 tax position and a $150,000 benefit related to the difference between the prior year’s tax provision and the actual returns as filed. This result compares to the prior year’s third quarter year to date income tax expense of $544,000$462,000 reflecting an effective tax rate of 34.4%23.0%.

Net The prior year’s income earned during the nine months of the current fiscal year was $1,545,000 reflectingtax includes a return on sales of 2.9% and generating EPS of $0.21 per diluted share. Included in net income is a tax benefit of $401,000, or $0.05 per diluted share,$251,000 related to the favorable resolution of a previously uncertain tax position and a benefit of $150,000 related to difference between the prior year’s tax provision and the actual returns as filed.

Net income earned during the first nine months of the current fiscal year was $2,277,000, reflecting a return on sales of 3.9% and a sharp increase from prior year’s net income of $1,545,000. This year’s net income resulted in an EPS of $0.31 per diluted share, which includes $0.04 per diluted share related to $300,000 of income from key-man life insurance proceeds recognized in the current year, as well as $0.02 per diluted share for a tax benefit of $113,000 related to favorable adjustment in the filing of the prior year’s tax returns. On a comparative basis, prior year’s third quarter year to date net income was $1,037,000$1,545,000, reflecting a return on sales of 2.2%2.9% and an EPS of $0.14$0.21 per diluted share. Prior year’s net income includes a tax benefit of approximately $400,000 or $0.05 per diluted share due to a favorable resolution of a previously uncertain tax position and a favorable adjustment in the filing of the prior year tax returns.

-16-


Segment Analysis

The Company reports three segments consistent with its sales product groups: Test & Measurement (T&M); QuickLabel Systems (QuickLabel) and Grass Technologies (Grass). The Company evaluates segment performance based on the segment profit before corporate and financial administration expenses.

Summarized below are the Net Sales and Segment Operating Profit for each reporting segment:

 

  Three Months Ended   Nine Months Ended   Three Months Ended Nine Months Ended 
  Net Sales   Segment Operating Profit   Net Sales   Segment Operating Profit   Net Sales   Segment Operating Profit Net Sales   Segment Operating Profit 

(In thousands)

  October 30,
2010
   October 31,
2009
   October 30,
2010
 October 31,
2009
   October 30,
2010
   October 31,
2009
   October 30,
2010
   October 31,
2009
   October 29,
2011
   October 30,
2010
   October 29,
2011
 October 30,
2010
 October 29,
2011
   October 30,
2010
   October 29,
2011
   October 30,
2010
 

T&M

  $4,137    $3,667    $192   $389    $10,964    $11,213    $910    $1,025    $4,325    $4,137    $595   $192   $12,550    $10,964    $1,469    $910  

QuickLabel

   9,851     8,737     575    871     30,107     24,378     1,631     1,774     10,352     9,851     392    575    32,364     30,107     1,798     1,631  

Grass

   4,341     4,254     894    668     12,088     12,160     2,250     1,595     4,892     4,341     1,176    894    13,850     12,088     2,587     2,250  
                                 

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

 

Total

  $18,329    $16,658     1,661    1,928    $53,159    $47,751     4,791     4,394    $19,569    $18,329     2,163    1,661   $58,764    $53,159     5,854     4,791  
                         

 

   

 

     

 

   

 

     

Corporate Expenses

       954    967         2,914     3,007         975    954        2,886     2,914  
                             

 

  

 

      

 

   

 

 

Operating Income

       707    961         1,877     1,387         1,188    707        2,968     1,877  

Other Income - Net

       24    75         130     194  

Other Income (Expense) — Net

       (69  24        379     130  
                             

 

  

 

      

 

   

 

 

Income Before Income Taxes

       731    1,036         2,007     1,581         1,119    731        3,347     2,007  

Income Tax Provision

       (61  353         462     544  

Income Tax Provision Benefit

       319    (61      1,070     462  
                             

 

  

 

      

 

   

 

 

Net Income

      $792   $683        $1,545    $1,307        $800   $792       $2,277    $1,545  
                             

 

  

 

      

 

   

 

 

Test & Measurement – Measurement—T&M

Sales revenues from the Test & Measurement product group were $4,137,000$4,325,000 for the third quarter of the current fiscal year, representing a 12.8%4.5% increase as compared to sales of $3,667,000$4,137,000 for the same period in the prior year. The increase is primarily attributable to double-digit sales growth of the demand for the new TMXRuggedized product line of printers and ethernet switches as well ascompared to the double-digit growthprior year’s third quarter. T&M’s current quarter sales increase is tempered by a decline in the Ruggedized printer product line. Despiterecorder hardware business. T&M’s higher sales in the third quarter segment operating profit decreased 50.6%increased to $192,000,$595,000 resulting in a 4.6%13.7% profit margin as compared to the prior year’s segment operating profit of $389,000$192,000 and related operating margin of 10.6%4.6%. The declineimprovement in both segment operating profit and related margin was due to higher manufacturing costssales, favorable sales product mix and higherlower operating expenses, specifically, research and development.expenses.

For the first nine months of the current fiscal year, sales revenues of the T&M product group were $10,964,000 representing$12,550,000, a 2.2% decrease14.5% increase as compared to $11,213,000sales of $10,964,000 for the same period of the previous year. The increase in sales is primarily attributable to the increase in Ruggedized product line sales as compared to the prior year due to increased shipments of contracted orders for the first nine months of fiscal 2012. The overall increase in sales for the current year was tempered by the decrease in sales stems from lower sales in theof T&M’s traditional recorder and data acquisition product lineshardware business as compared to the prior year. The decrease inT&M current year to date sales was tempered by the demand for the new TMX product line, as well as increases in Ruggedized and consumables product line sales and an increase in repair revenue. For the first nine months of the current year, T&M’s segment operating profit was $910,000, resulting in an 8.3% segment operating profit margin, as compared toyear’s segment operating profit of $1,025,000$1,469,000 represents a 61.4% increase from the prior year’s segment operating profit of $910,000 and relatedprovided an operating profit margin of 9.1% for the same period in11.7%, an increase from the prior year.year’s margin of 8.3%. The decreaseincrease in T&M’s&M current year’s segment operating profit and related margin is traceable to higher sales, favorable product mix and lower sales and higher manufacturing costs due to unfavorable factory absorption, as well as higher operating expenses, specifically, research and development, in the current fiscal year.expenses.

QuickLabel Systems—QuickLabel

Sales revenues from the QuickLabel Systems product group were $9,851,000$10,352,000 in the third quarter of the current fiscal year, representing a 12.8%5.1% increase as compared to sales of $8,737,000$9,851,000 in the same quarter of the prior year. The increase in sales is primarily due to the labelconsumable product line sales of Vivo! and tagZeo! supplies. The hardware product lines which increased 34.2% over last year. Aside from sales growth from our existing customer base, the Company’s recently acquired label and tag manufacturer in North Carolinaline also contributed to the increment. Currentoverall current quarter revenues from QuickLabel’sincrease in sales, with a 9.2% increase compared to prior year sales. Within the hardware line, also reported a double-digit growth rate oversales of the Vivo! and Zeo! products, which includes the new Vivo! Touch, increased 10.1%, from the same period in the previousprior year. Also contributing to the hardware sales increase for the current quarter were sales of monochromatic printers. QuickLabel’s current quarter segment operating profit was $575,000,$392,000, reflecting a profit margin of 5.8% and3.8%, a decrease fromdecline compared to prior year’s secondthird quarter segment profit of $871,000$575,000 and related profit margin of 10.0%5.8%. The declinedecrease in QuickLabel’s current year’s segment operating profit and related margin is due to unfavorable sales product mix, higher manufacturing and raw material costs due toand unfavorable factory absorption, as well as higher operating expenses.product mix.

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The QuickLabel product group had sales revenue of $30,107,000$32,364,000 for the first nine months of the current fiscal year as compared with $24,378,000$30,107,000 in sales revenues reported for the same period in the prior year. The increase in current year’s sales is primarily attributed to the consumablehardware product lines which increased $4,944,000 or 25.9%35.1% from the prior year. Within the consumablehardware line, labelsales of the Vivo! and tagZeo! product line saleslines, which includes the new Vivo! Touch, made a significant contribution to the overall growth raterate. Current year revenues from QuickLabel’s consumable product lines also represents an increase over the previous year’s sales, primarily attributable to the increase in sales of Vivo! and Zeo! supplies. Segment operating profit margin of 5.6% for the first nine months of the current fiscal year primarily due to the newly acquired Asheboro, North Carolina business, as well as the increased base of installed printers placed in service. Revenues from QuickLabel’s hardware line also reported a double-digit growth rate over the previous year driven by growth in the color printer product line. Segment operating profit margin for the nine months of the current year is 5.4%, a decreasehas slightly decreased as compared to a 7.3%5.4% for the same period of the previous year. The decline in segment operating profit margin is due to unfavorable sales product mix, higher manufacturing costs from unfavorable factory absorption, as well as higher operating expenses.

Grass Technologies—Grass

Sales revenues in the third quarter of the current year for the Grass Technologies group were $4,341,000$4,892,000, representing a 2.0%12.7% increase as compared to prior year’s third quarter sales of $4,254,000.$4,341,000. The increase in sales is primarily attributable to sales in the Grass Technologies’ Clinical products lines, wherehardware line, as current quarter sales were up 19.2%7.8% over the prior year, asyear’s third quarter sales. The increase is particularly evident in the SleepEEG and Long TermLong-Term Monitoring product lines sales. Thelines. Also contributing to the increase is tempered by lowerin sales for the current quarter are the consumable products of Grass’electrodes and creams, which have increased 18.0%, as compared to the prior year sales and an 18.8% increase in Research hardware product line which has been adversely affected by the economic downturn and lower funding sources currently being experienced by hospitals, laboratories and research facilities.sales. Segment operating profits increased 33.8%31.5% in the current quarter, with the segment achieving an operating profit margin of 20.6%24.1% as compared to a segment operating profit margin of 15.7%20.6% as reported in the third quarter of the prior year. ThisThe increase in segment operating profit and related margin is primarily due to higher sales and favorable product mix, lower manufacturing costs and lower operating expenses.mix.

Grass sales were $12,088,000$13,850,000 for the nine months of the current fiscal year, an increase of 14.6% as compared to $12,160,000sales of $12,088,000 for the same period of the prior year. This year’sThe year over year increase is primarily attributed to sales ran nominally behind the prior year’s sales as the Research line of products were lower than the prior years; however the Clinical hardware product lines, which have increased 23.8%. Within the Clinical hardware product line, of diagnostic products includingcurrent year EEG Sleep andsales increased 90.1%, while the Long Term Monitoring reported growthproduct line sales increased 20.9% as compared to the same period in the prior year. This increase was slightly tempered by a decline in the sales of approximately 5.6% from the previous year’sPSG hardware product line, as current year sales volume.have decreased 11.8% as compared to the prior year. Also making a positive contributioncontributing to the increase in sales volume duringfor the current year wasare the line of consumable products of electrodes and creams, which reported a 6.0% increase in sales over lasthave increased 12.6%, as compared to the prior year. Notwithstanding Grass’ lower sales in the nine months of the current year, segmentSegment operating profit increased 41.115.0 % to $2,250,000,$2,587,000, resulting in an 18.6% segment18.7% operating profit margin, a slight increase as compared to prior year’s segment operating profit margin of 13.1%18.6%. The improvement in both segment operating profit and related margin is due to product mix, lower manufacturing and research and development costs.

Financial Condition and Liquidity

The Company believes that cash provided by operations will continue to be sufficient to meet operating and capital needs for at least the next twelve months. However, in the event that cash from operations is not sufficient, the Company has a substantial cash and short term marketable securities balance and may utilizeas well as a $3.5$5.0 million revolving bank line of credit, all of which is currently available. Borrowings under this line of credit bear interest at LIBOR Advantage Rate plus 200either a fluctuating rate equal to 75 basis points. As of October 30, 2010,points below the Company held $21,279,000 in cash and current marketable securities.

The Company is currentlybase rate, as defined in the process of negotiating an increaseagreement, or at a fixed rate equal to its existing revolving bank line of credit so that the total amount available will be $5.0 million. The terms of the agreement have not yet been agreed upon by all parties, but the Company anticipates that an agreement will be signed by the end of its current fiscal year.150 basis points above LIBOR.

The Company’s statements of cash flows for the nine months ended October 30, 201029, 2011 and October 31, 200930, 2010 are included on page 5. Net cash flows provided by operating activities was $891,000$4,075,000 in the current year compared to net cash provided by operating activities of $3,467,000$1,050,000 in the previous year. The decliningimproved cash flowsflow provided in the third quarter of the current year as compared to the same period in the previous year areis primarily related to higher working capital requirements. Accounts receivables increasednet income and lower inventory balances. Inventory decreased to $10,838,000$13,607,000 at the end of the third quarter compared to $14,405,000 at year end. Inventory days on hand also decreased to 106 days on hand at the end of the current quarter from 124 days at year end. The increase in cash provided by operations for the third quarter was slightly tempered by the increase in accounts receivable. Accounts receivables increased to $11,350,000 at the end of the second quarter as compared to $9,173,000$11,112,000 at year-end. Theyear-end; however, the accounts receivable collection cycle increaseddecreased to 5051 days sales outstanding at the end of the quarter as compared to 4954 days outstanding at year end. Inventory balances increased to $13,965,000

The Company’s cash, cash equivalents and investments at the end of the secondthird quarter totaled $22,032,000 compared to $12,039,000 at year end due to the build up of inventory in anticipation of QuickLabel’s new product launch. Inventory days on hand also increased to 115 days on hand at the end of the current quarter from 114 days$20,630,000 at year end. The Company also utilizedincreased cash and investment position resulted from higher net income and a decrease in inventories, as noted above. The increase was slightly tempered by cash used to acquire property, plant and equipment of $1,926,000, primarily to expand its consumable manufacturing capacity. Cash was also used during the current quarter$971,000 and to pay cash dividends of $1,530,000.$1,537,000.

The Company’s backlog increased 2.6%5.8% to $5,820,000$7,524,000 at the end of the third quarter from a backlog of $5,675,000$7,114,000 at year-end.

Critical Accounting Policies, Commitments and Certain Other Matters

In the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2010,2011, the Company’s most critical accounting policies and estimates upon which our financial status depends were identified as those relating to revenue recognition, warranty claims, bad debts, inventories, income taxes, long-lived assets, goodwill and share-based compensation. We considered the disclosure requirements of Financial Release (“FR”) 60 (“FR-60”) regarding critical accounting policies and FR-61 regarding liquidity and capital resources, certain trading activities and related party/certain other disclosures, and concluded that nothing materially changed during the quarter that would warrant further disclosure under these releases.

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Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact, but rather reflect our current expectations concerning future events and results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “continues,” “may,” “will,” and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors which could cause actual results to differ materially from those anticipated include, but are not limited to (a) general economic, financial and business conditions; (b) declining demand in the test and measurement markets, especially defense and aerospace; (c) competition in the specialty printer industry; (d) ability to develop market acceptance of our products and effective design of customer required features; (e) competition in the data acquisition industry; (f) competition in the neurophysiology industry; (g) the impact of changes in foreign currency exchange rates on the results of operations; (h) the ability to successfully integrate acquisitions; (i) the business abilities and judgment of personnel and changes in business strategy; (j) the efficacy of research and development investments to develop new products; (k) the launching of significant new products which could result in unanticipated expenses; (l) bankruptcy or other financial problems at major suppliers or customers that could cause disruptions in the Company’s supply chain or difficulty in collecting amounts owed by such customers; (m) and other risks included under “Item 1A-Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2010.2011. We assume no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

 

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

The registrant is a smaller reporting company and is not required to provide this information.

 

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a- 15(b)13a-15(b) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to have materially affected, our internal control over financial reporting.

PART II. OTHER INFORMATION

 

Item 1.Legal Proceedings

There are no pending or threatened legal proceedings against the Company believed to be material to the financial position or results of operations of the Company.

 

Item 1A.Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2010,2011, which could materially affect our business, financial condition or future operating results. The risks described in our Annual Report on 10-K are not the only risks that we face, as additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating result as well as adversely affect the value of our investments in our common stock.

There have been no material updates to the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2010.2011.

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

On August 16, 2004, the Company announced that its Board of Directors had approved the repurchase of 600,000 shares of common stock. This is an ongoing authorization without any expiration datedate.

On August 22, 2011 the Company’s Board of Directors approved an increase in the number of shares authorized for repurchase from 254,089 to 500,000.

During the third quarter of fiscal 2011,2012, the Company made the following repurchases of its common stock:

 

   Total Number
of Shares
Repurchased
  Average
Price paid
Per Share
   Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or

Programs
   Maximum Number
of Shares That
May Be Purchased
Under The Plans
or Programs
 

August 1 – August 28

   11,837(a) $7.42    3,200    389,089  

August 29 – September 25

   35,000  $7.13    35,000    354,089  

September 26 – October 30

   3,038(b)  $7.10     —       354,089  
Total Number
of Shares
Repurchased
Average
Price paid
Per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
Maximum Number
of Shares That
May Be Purchased
Under The Plans
or Programs

July 31 – August 27

—  $—  —  500,000

August 28 – September 24

—  (a)(b)(c) $—  —  500,000

September 25 – October 29

—  $—  —  500,000

 

(a)On August 20, 2010,September 9, 2011, the Company’s Vice President – Media ProductsChief Financial Officer delivered 8,63738,241 shares of the Company’s common stock to satisfy the exercise price for 20,62566,687 stock options exercised. The shares delivered were valued at $7.49$7.30 per share and are included with treasury stock in the consolidated balance sheet. This transaction did not impact the number of shares authorized for repurchase under the Company’s current repurchase program.

 

(b)On September 13, 2010,15, 2011, the Company’s Vice President and Chief Technology Officerof Media Products delivered 3,0382,595 shares of the Company’s common stock to satisfy the exercise price for 6,875 stock options exercised. The shares delivered were valued at $7.10$7.13 per share and are included with treasury stock in the consolidated balance sheet. This transaction did not impact the number of shares authorized for repurchase under the Company’s current repurchase program.

 

(c)On September 16, 2011, the Estate of the Company’s former Chief Executive Officer delivered 32,174 shares of the Company’s common stock to satisfy the exercise price for 85,250 stock options exercised. The shares delivered were valued at $7.13 per share and are included with treasury stock in the consolidated balance sheet. This transaction did not impact the number of shares authorized for repurchase under the Company’s current repurchase program.

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Item 6.Exhibits

The following exhibits are filed as part of this report on Form 10-Q:

 

31.1  Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2  Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1  Certification of Chief Executive Officer Pursuant 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2  Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

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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 13, 2010

6, 2011
  By 

/s/    Albert W. Ondis

Everett V. Pizzuti        
Everett V. Pizzuti,
   

Albert W. Ondis,

ChairmanPresident and Chief Executive Officer

(Principal Executive Officer)

  By 

/s/    Joseph P. O’Connell

   

Joseph P. O’Connell

Senior Vice President, Treasurer and Chief Financial Officer

(Principal Financial Officer)

 

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