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.

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.


	October 29, 2011			January 31, 2011
	(Unaudited)			(Audited)			October 27, 2012			January 31, 2012
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents	$	10,655,057		$	7,720,135		$	14,789,337		$	11,703,621
Securities Available for Sale		11,376,791			12,910,232			8,173,835			11,335,924
Accounts Receivable, net		11,350,148			11,111,974			11,804,104			11,800,481
Inventories		13,606,992			14,404,914			14,487,300			14,128,599
Deferred Tax Assets		3,088,885			2,577,166			2,463,523			2,618,578
Line of Credit Receivable								300,000			—
Note Recievable								125,000			—
Prepaid Expenses and Other Current Assets		975,769			975,928			805,653			891,047

Total Current Assets		51,053,642			49,700,349			52,948,752			52,478,250
PROPERTY, PLANT AND EQUIPMENT		39,180,832			38,148,516			38,371,091			37,876,071
Less Accumulated Depreciation		(26,785,886	)		(25,606,561	)		(27,671,765	)		(26,705,341	)

Property, Plant and Equipment, net		12,394,946			12,541,955			10,699,326			11,170,730
OTHER ASSETS
Intangible Assets, net		277,639			331,389
Goodwill		2,336,721			2,336,721			2,336,721			2,336,721
Notes Receivable								844,700			969,700
Other		108,685			88,799			107,446			106,735

Total Other Assets		2,723,045			2,756,909			3,288,867			3,413,156

TOTAL ASSETS	$	66,171,633		$	64,999,213		$	66,936,945		$	67,062,136


LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts Payable	$	2,068,584		$	2,748,293		$	2,181,561		$	2,540,116
Accrued Compensation		2,427,542			2,179,448			2,798,981			3,228,728
Other Accrued Expenses		1,932,715			1,750,515			1,556,367			1,807,675
Deferred Revenue		595,293			787,988			581,568			623,223
Income Taxes Payable		447,072			36,979			411,344			72,725

Total Current Liabilities		7,471,206			7,503,223			7,529,821			8,272,467
Deferred Tax Liabilities		2,360,654			2,060,418			1,811,097			1,894,104
Other Long Term Liabilities		1,178,516			1,146,978			838,661			1,232,699

TOTAL LIABILITIES		11,010,376			10,710,619			10,179,579			11,399,270

SHAREHOLDERS’ EQUITY
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
Common Stock, $.05 Par Value, Authorized 13,000,000 shares; Issued 9,005,976 and 8,956,488 shares at October 27, 2012 and January 31, 2012, respectively								450,303			447,829
Additional Paid-In Capital		37,510,974			36,586,226			38,504,592			37,964,204
Retained Earnings		27,582,855			26,842,890			29,491,905			27,919,367
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	)
Treasury Stock, at Cost, 1,673,214 and 1,542,276 shares at October 27, 2012 and January 31, 2012, respectively								(11,736,237	)		(10,789,805	)
Accumulated Other Comprehensive Income		410,078			266,513			46,803			121,271

Total Shareholders’ Equity		55,161,257			54,288,594			56,757,366			55,662,866

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	66,171,633		$	64,999,213		$	66,936,945		$	67,062,136


	Three Months Ended						Nine Months Ended				Three Months Ended					Nine Months Ended
	October 29, 2011			October 30, 2010			October 29, 2011		October 30, 2010		October 27, 2012		October 29, 2011			October 27, 2012			October 29, 2011
Net Sales	$	19,568,600		$	18,329,000		$	58,764,264	$	53,159,060	$	20,562,076	$	19,568,600		$	58,559,205		$	58,764,264
Cost of Sales		11,554,870			10,928,429			35,348,220		31,869,215		11,724,077		11,554,870			34,051,302			35,348,220

Gross Profit		8,013,730			7,400,571			23,416,044		21,289,845		8,837,999		8,013,730			24,507,903			23,416,044
Costs and Expenses:
Selling and Marketing		4,554,875			4,231,926			13,646,526		12,349,272		4,431,135		4,554,875			12,972,867			13,646,526
General and Administrative		1,009,145			1,078,942			2,884,286		3,326,920		1,187,354		1,009,145			3,338,997			2,884,286
Research and Development		1,261,632			1,382,696			3,916,899		3,736,909		1,126,319		1,261,632			3,537,646			3,916,899

Operating Expenses		6,825,652			6,693,564			20,447,711		19,413,101		6,744,808		6,825,652			19,849,510			20,447,711

Operating Income		1,188,078			707,007			2,968,333		1,876,744		2,093,191		1,188,078			4,658,393			2,968,333

Other (Expense) Income		(68,663	)		24,157			378,619		130,392
Other Income (Expense)												46,651		(68,663	)		(56,377	)		378,619

Income Before Income Taxes		1,119,415			731,164			3,346,952		2,007,136		2,139,842		1,119,415			4,602,016			3,346,952
Income Tax Provision (Benefit)		319,428			(61,137	)		1,069,688		462,012
Income Tax Provision												832,388		319,428			1,470,974			1,069,688

Net Income	$	799,987		$	792,301		$	2,277,264	$	1,545,124	$	1,307,454	$	799,987		$	3,131,042		$	2,277,264

Net Income per Common Share:
Basic	$	0.11		$	0.11		$	0.31	$	0.21	$	0.18	$	0.11		$	0.42		$	0.31
Diluted	$	0.11		$	0.11		$	0.31	$	0.21	$	0.18	$	0.11		$	0.42		$	0.31
Weighted Average Number of Shares Outstanding:
Basic		7,339,639			7,334,589			7,300,167		7,276,835		7,379,094		7,339,639			7,414,273			7,300,167
Diluted		7,420,835			7,491,981			7,422,787		7,488,343		7,461,958		7,420,835			7,486,588			7,422,787
Dividends Declared Per Common Share	$	0.07		$	0.07		$	0.21	$	0.21	$	0.07	$	0.07		$	0.21		$	0.21


	Nine Months Ended						Nine Months Ended
	October 29, 2011			October 30, 2010			October 27, 2012			October 29, 2011
Cash Flows from Operating Activities:
Net Income	$	2,277,264		$	1,545,124		$	3,131,042		$	2,277,264
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization		1,192,466			1,179,678			993,495			1,192,466
Share-Based Compensation		161,242			253,025			305,551			161,242
Deferred Income Tax Benefit		(211,483	)		(22,956	)
Legal Settlement		—			1,495,051
Loss on Sale of Securities Available for Sale		—			30,961
Deferred Income Tax Provision								72,048			(211,483	)
Changes in Assets and Liabilities:
Accounts Receivable		(238,174	)		(1,664,901	)		(3,623	)		(238,174	)
Inventories		797,922			(1,925,228	)		(358,701	)		797,922
Income Taxes		676,916			(323,274	)		174,204			676,916
Accounts Payable and Accrued Expenses		(442,110	)		423,410			(1,081,265	)		(442,110	)
Other		(138,675	)		58,638			(201,123	)		(138,675	)

Net Cash Provided by Operating Activities		4,075,368			1,049,528			3,031,628			4,075,368
Cash Flows from Investing Activities:
Proceeds from Sales/Maturities of Securities Available for Sale		8,905,000			6,149,039			14,965,000			8,905,000
Purchases of Securities Available for Sale		(7,366,676	)		(6,980,000	)		(11,815,817	)		(7,366,676	)
Line of Credit Issuance								(300,000	)		—
Additions to Property, Plant and Equipment		(970,867	)		(1,925,588	)		(527,472	)		(970,867	)

Net Cash Provided (Used) by Investing Activities		567,457			(2,756,549	)
Net Cash Provided by Investing Activities								2,321,711			567,457
Cash Flows from Financing Activities:
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			60,881			(170,604	)
Purchase of Treasury Stock		—			(272,682	)		(770,000	)		—
Cash Settlement of Stock Options		—			(186,031	)
Dividends Paid		(1,537,299	)		(1,529,703	)		(1,558,504	)		(1,537,299	)

Net Cash Used in Financing Activities		(1,707,903	)		(1,577,406	)		(2,267,623	)		(1,707,903	)
Net Increase (Decrease) in Cash and Cash Equivalents		2,934,922			(3,284,427	)
Net Increase in Cash and Cash Equivalents								3,085,716			2,934,922
Cash and Cash Equivalents, Beginning of Period		7,720,135			14,155,096			11,703,621			7,720,135

Cash and Cash Equivalents, End of Period	$	10,655,057		$	10,870,669		$	14,789,337		$	10,655,057


Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period for Income Taxes, Net of Refunds	$	553,599		$	861,546		$	1,354,432		$	553,599

Headquartered in West Warwick, Rhode Island, Astro-Med Inc. designs, develops, manufactures and ~~manufactures~~distributes a broad range of specialty printers and data acquisition and analysis systems. Our products are distributed through our own sales force and authorized dealers in the United States. We also sell to customers outside of the United States primarily by using authorized dealers 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.

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, ~~2011.~~2012.

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.

Certain amounts in prior year’s financial statements have been reclassified to conform to the current year’s presentation.

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.

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, restricted stock awards and restricted stock units 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 29, 2011		October 30, 2010		October 29, 2011		October 30, 2010		October 27, 2012		October 29, 2011		October 27, 2012		October 29, 2011
Weighted Average Common Shares Outstanding – Basic		7,339,639		7,334,589		7,300,167		7,276,835		7,379,094		7,339,639		7,414,273		7,300,167
Effect of Dilutive Options		81,196		157,392		122,620		211,508
Effect of Dilutive Options, Restricted Stock Awards and Restricted Stock Units										82,864		81,196		72,315		122,620

Weighted Average Common Shares Outstanding – Diluted		7,420,835		7,491,981		7,422,787		7,488,343		7,461,958		7,420,835		7,486,588		7,422,787

For the three and nine months ended October 27, 2012, the diluted per share amounts do not reflect common equivalent shares outstanding of 595,394 and 654,194, respectively, because their effect would have been anti-dilutive. 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.~~ 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~~period presented.

Astro-Med has one equity incentive plan (the “Plan”) under which incentive stock options, non-qualified stock options, restricted stock units (“RSUs”), restricted stock awards (“RSAs”) 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. Options granted to employees vest over four years. 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. Beginning in fiscal year 2013, a portion of the Company’s long-term incentive compensation will be awarded in the form of RSUs. The RSUs vest fifty-percent on the first anniversary of the grant date and fifty-percent on the second anniversary of the grant date provided that the grantee is employed on each vesting date by Astro-Med or an affiliate company and provided the Company achieves specific thresholds of net sales and annual operating income as established under the Management Bonus Domestic Plan. At October 27, 2012, 460,444 shares were available for grant under the Plan.

On September 6, 2012, Astro-Med, Inc. announced the appointment of Gregory A. Woods, as Executive Vice President and Chief Operating Officer. Upon this appointment, Mr. Woods was granted 50,000 shares of restricted stock and options to purchase 50,000 shares of the Registrant’s common stock, all of which vest in four equal, annual installments commencing on the first anniversary of his appointment. Mr. Woods will be eligible to participate in the incentive compensation and bonus plans applicable to executive officers of the Company.

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~~In addition to the ~~third~~automatic option grant under Plan, the Company adopted a Non-Employee Director Annual Compensation Program (the “Program”) effective as of February 1, 2012. The Program provides that each non-employee director is entitled to an annual cash retainer of $7,000 (the “Cash Retainer”), plus $500 for each Board and committee meeting attended, provided that if more than one meeting occurs on the same day, no more than $500 shall be paid for such day. The non-employee director may elect for any fiscal year to receive all or a portion of the Cash Retainer in the form of common stock of the Company, which will be issued under the Plan. If a non-employee director elects to receive all or a portion of the Cash Retainer in the form of common stock, such shares shall be issued in four quarterly installments on the first day of each fiscal quarter, and the number of ~~fiscal~~shares of common stock to be issued shall be based on the fair market value of such common stock on the date such installment is payable. The common stock received in lieu of such Cash Retainer will be fully vested. However, a non-employee director who receives common stock in lieu of all or a portion of the Cash Retainer may not sell, transfer, assign, pledge or otherwise encumber the common stock prior to the first anniversary of the date on which such shares were issuable. In the event of the death or disability of a nonemployee director, or a change in control of the Company, any shares of common stock issued in lieu of such Cash Retainer, shall no longer be subject to such restrictions on transfer.

In addition, under the Program, commencing with the 2012 ~~5,000 options were granted~~annual meeting, each non-employee director will receive RSAs with a value equal to ~~Mitchell Quain in connection with his election as~~$20,000 (the “Equity Retainer”). If a ~~member of Astro-Med’s~~non-employee director is first appointed or elected to the Board of ~~Directors. At October 29, 2011, 683,444 shares~~Directors effective on a date other than at the annual shareholders meeting, on the date of such appointment or election, the director shall receive a pro rata award of restricted common stock having a value based on the number of days remaining until the next annual meeting. The Equity Retainer will vest on the earlier of 12 months after the grant date or the date immediately prior to the next annual meeting of the shareholders following the meeting at which such RSAs were ~~available~~granted. However, a non-employee director may not sell, transfer, assign, pledge or otherwise encumber the vested common stock prior to the second anniversary of the vesting date. In the event of the death or disability of a non-employee director, or a change in control of the Company, the RSAs shall immediately vest and shall no longer be subject to such restrictions on transfer.

We account for ~~grant under~~compensation cost related to share-based payments based on fair value of the ~~Plan.~~

stock options, RSUs and RSAs when awarded to an employee or director. 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. Our accounting for share-based compensation for RSUs and RSAs is also based on the fair value method. The fair value of the RSUs and RSAs is based on the closing market price of the Company’s common stock on the grant date of the RSU or RSA.

The fair value of stock options granted during the nine months ended October ~~29, 2011~~27, 2012 and October ~~30, 2010~~29, 2011 was estimated using the following assumptions:


	Nine Months Ended						Nine Months Ended
	October 29, 2011			October 30, 2010			October 27, 2012	October 29, 2011
Risk Free Interest Rate		0.9% - 2.0	%		2.11% - 2.42	%	0.9%	1.9%
Expected Volatility		39.1% - 39.4	%		41.3	%	39.2%	39.3%
Expected Life (in years)		5.0			5.0		5.0	5.0
Dividend Yield		3.5% - 3.9	%		3.4	%	3.4%	3.8%

The weighted average fair value per share for options granted was $2.09, $2.01 and $1.93 during the first, second and third quarter of fiscal 2013, respectively. On a comparative basis, the weighted average fair value per share for options granted was $2.03, $2.05 and $1.86 during the first, second and third ~~quarters~~quarter of fiscal 2012, respectively. On a comparative basis, the weighted average fair value per share for options granted was $2.12 and $2.06 during the first and second quarters of fiscal 2011. No options were granted during the third quarter of fiscal 2011.

Aggregated information regarding stock options granted under the Plan for the nine months ended October ~~29, 2011~~27, 2012 is summarized below:

As of October ~~29, 2011~~27, 2012 there was ~~$227,744~~$342,314 of unrecognized compensation expense related to unvested options.

Aggregated information regarding RSUs and RSAs granted under the Plan for the nine months ended October 27, 2012 is summarized below:

As of October 27, 2012 there was $599,388 of unrecognized compensation expense related to unvested RSUs and RSAs.

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 27, 2012 and October 29, 2011, 1,535 and ~~October 30, 2010,~~ 1,210 ~~and 1,993~~ shares respectively, were purchased under this plan. During the nine months ended October 27, 2012 and October 29, 2011, 4,082 and ~~October 30, 2010,~~ 4,487 ~~and 5,660~~ shares respectively, were purchased under this plan. As of October ~~29, 2011, 72,521~~27, 2012, 66,125 shares remain available.

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 27, 2012		January 31, 2012
Materials and Supplies	$	8,664,879	$	9,204,853
Work-In-Process		1,531,561		1,274,397
Finished Goods		4,290,860		3,649,349

	$	14,487,300	$	14,128,599

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 2013								38.9	%		32.0	%
Fiscal 2012		28.5	%		32.0	%		28.5	%		32.0	%
Fiscal 2011		(8.4	)%		23.0	%

During the ~~third quarter of fiscal~~nine months ended October 27, 2012, wethe Company recognized an income tax expense of approximately ~~$319,000~~$1,471,000 which included an expense of ~~$432,000~~$1,773,000 on the ~~quarter’s pre-tax~~nine month’s pretax 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$302,000 primarily 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.~~

positions. During the nine months ended October 29, 2011, wethe Company recognized an income tax expense of approximately $1,070,000 which included an expense of $1,183,000 on the nine month’s ~~pre-tax~~pretax income and a benefit of $113,000 related the difference between the prior year’s tax provision and the actual returns 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.

As of October ~~29, 2011,~~27, 2012, the Company’s cumulative unrecognized tax benefits totaled ~~$758,200~~$533,354 compared to ~~$726,661~~$779,543 as of January 31, ~~2011.~~2012. There were no developments affecting unrecognized tax benefits during the ~~three and nine months~~quarter ended October ~~29, 2011.~~27, 2012.

On January 30, 2012, we completed the sale of our label manufacturing operations in Asheboro, North Carolina to Label Line Ltd. The net sales price of $1,000,000 was received in the form of a promissory note issued by Label Line Ltd. and is fully secured by a first lien on various collateral, including the Asheboro plant and plant assets. The note bears interest at a rate equal to the lesser of (i) the United States prime rate as of January 30, 2013 plus 50 basis points or (ii) six percent per annum and is payable in sixteen quarterly installments of principal and interest commencing on January 30, 2013. The Note Receivable is disclosed at its present value on the accompanying condensed consolidated balance sheet for the periods ended October 27, 2012 and January 31, 2012.

The terms of the Asheboro sale also included an agreement for Astro-Med to provide Label Line Ltd. with additional financing in the form of a revolving line of credit in the amount of $600,000. This line of credit is fully secured by first lien on various collateral of Label Line Ltd., including the Asheboro plant and plant assets and bears interest at a rate equal to the United States prime rate plus an additional margin of two percent of the outstanding credit balance. The line of credit has an initial term of one-year from the date of the sale which may be extended for consecutive one-year terms on mutual agreement of both parties. There were no outstanding borrowings due as of January 31, 2012. As of October 27, 2012, Astro-Med has extended $300,000 on this revolving line of credit.

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
	Net Sales				Segment Operating Profit					Net Sales				Segment Operating Profit
*(In thousands)*	October 27, 2012		October 29, 2011		October 27, 2012		October 29, 2011			October 27, 2012		October 29, 2011		October 27, 2012			October 29, 2011
T&M	$	5,359	$	4,325	$	1,280	$	595		$	13,187	$	12,550	$	2,391		$	1,469
QuickLabel		10,680		10,352		1,164		392			31,851		32,364		3,142			1,798
Grass		4,523		4,892		919		1,176			13,521		13,850		2,464			2,587

Total	$	20,562	$	19,569		3,363		2,163		$	58,559	$	58,764		7,997			5,854

Corporate Expenses						1,270		975							3,339			2,886

Operating Income						2,093		1,188							4,658			2,968
Other Income (Expense) — Net						47		(69	)						(56	)		379

Income Before Income Taxes						2,140		1,119							4,602			3,347
Income Tax Provision						832		319							1,471			1,070

Net Income					$	1,308	$	800						$	3,131		$	2,277

In ~~September 2011,~~July 2012, the Financial Accounting Standards Board (FASB) issued ~~Accounting Standard Update (ASU) 2011-08, “Intangibles—Goodwill and Other (Topic 350): Testing Goodwill~~ASU 2012-02, “Testing Indefinite-Lived Intangible Assets for ~~Impairment”~~Impairment,” which ~~is intended~~allows entities to ~~reduce the complexity and costs related~~use a qualitative approach to ~~the testing goodwill~~test indefinite-lived intangible assets for impairment. ASU ~~2011-08 allows~~2012-02 permits an entity ~~the option~~ to ~~make a~~first assess qualitative ~~evaluation about the likelihood of goodwill impairment in order~~factors 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~~indefinite-lived intangible asset 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~~value. If it is ~~more likely than~~concluded that this is the case, it is necessary to perform the currently prescribed quantitative impairment test. Otherwise, the quantitative impairment test is not ~~that the fair value of a reporting unit is less than its carrying amount. This amended guidance~~required. ASU 2012-02 is effective for annual and interim ~~goodwill~~ impairment tests performed for fiscal years beginning after ~~December~~September 15, ~~2011. Early adoption is permitted. We do not expect the~~2012. The adoption of the provisions of ASU ~~2011-08 to~~2012-02 will not have a material ~~effect~~impact on ~~our consolidated~~the Company’s financial position or results of operations.

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~~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,~~also requires entities to present reclassification adjustments out of accumulated other comprehensive income by component in both the ~~adoption of this guidance will not have any effect on our consolidated financial position or results of operations.~~

statement in which net income is presented and the statement in which other comprehensive income is presented. In ~~May~~December 2011, the FASB issued ASU ~~2011-04, “Amendments~~2011-12, “Deferral of the Effective Date for Amendments to ~~Achieve Common Fair Value Measurement and Disclosure Requirements~~the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in ~~U.S. GAAP and IFRSs,~~Accounting Standard Update No. 2011-05,” which ~~is intended~~indefinitely defers the guidance related to ~~improve~~ the ~~comparability~~presentation of ~~fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS.~~reclassification adjustments. 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 update2011-05 is effective for interim and annual periods beginning after December 15, ~~2011.~~2011, and must be applied retrospectively. 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 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 basisadopted this guidance in the ~~reconciliation~~first quarter 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 were effective for annual periods beginning after December 15, 2010. The adoption of ASU 2010-06 did notfiscal 2013 and have ~~a material effect on our consolidated financial position or results of operations.~~

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 and significantly expandsprovided the disclosures required for ~~multiple-element revenue arrangements. ASU 2009-14 removes (1) tangible products containing software components~~the three and ~~(2) non-software components that function together to deliver~~nine months ended October 27, 2012 and October 29, 2011, in the ~~tangible products essential functionality from~~accompanying Condensed Consolidated Statements of Comprehensive Income.

No new accounting pronouncements, issued or effective during 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 scopethird quarter of the ~~software revenue guidance. We adopted ASU 2009-13 and ASU 2009-14 prospectively for revenue arrangements entered into~~current year, have had or ~~materially modified on or after February 1, 2011. Adoption of the new guidance did not have a material effect on our consolidated financial position and results of operations.~~

~~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.

Pursuant to our investment policy, securities available for sale include state and municipal securities with various contractual or anticipated maturity dates ranging from one to ~~twenty-six~~34 months. 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. The fair value, amortized cost and gross unrealized gains and losses of the securities are as follows:


October 29, 2011	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
October 27, 2012										Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
State and Municipal Obligations	$	11,358,898	$	20,251	$	(2,358	)	$	11,376,791	$	8,163,830	$	10,090	$	(85	)	$	8,173,835


January 31, 2011	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
January 31, 2012										Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
State and Municipal Obligations	$	12,897,221	$	15,949	$	(2,938	)	$	12,910,232	$	11,313,013	$	22,933	$	(22	)	$	11,335,924

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.~~date (exit price). 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 following table represents~~Cash and cash equivalents; accounts receivables; line of credit receivable; accounts payable, accrued compensation and other expenses; and income tax payable are reflected in the condensed consolidated balance sheet at carrying value, which approximates fair value ~~hierarchy for our financial assets (cash equivalents and investments)~~due to the short term nature of the these instruments.

Assets measured at fair value on a recurring ~~basis:~~basis are summarized below:

For our money market funds and state and municipal obligations, we utilize the market approach to measure fair value. The market approach is based on using quoted market prices for identical assets.

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 accompanying consolidated statement of operations for the nine month period ended October 29, 2011.

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.

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, ~~2011.~~2012.

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:

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

Three Months Ended October ~~29, 2011~~27, 2012 vs. Three Months Ended October ~~30, 2010~~29, 2011

Net sales by product group and current quarter percentage change over prior year for the three months ended October ~~29, 2011~~27, 2012 and October ~~30, 2010~~29, 2011 were:


*(Dollars in thousands)*	October 29, 2011		As a % of Net Sales			October 30, 2010		As a % of Net Sales			% Change Over Prior Year			October 27, 2012		As a % of Net Sales			October 29, 2011		As a % of Net Sales			% Change Over Prior Year
T&M	$	4,325		22.1	%	$	4,137		22.6	%		4.5	%	$	5,359		26.1	%	$	4,325		22.1	%		23.9	%
QuickLabel		10,352		52.9	%		9,851		53.7	%		5.1	%		10,680		51.9	%		10,352		52.9	%		3.2	%
Grass		4,892		25.0	%		4,341		23.7	%		12.7	%		4,523		22.0	%		4,892		25.0	%		(7.5	)%

Total	$	19,569		100.0	%	$	18,329		100.0	%		6.8	%	$	20,562		100.0	%	$	19,569		100.0	%		5.1	%

~~The Company’s~~Net sales for the third quarter of the current year ~~third quarter sales~~ were ~~$19,569,000,~~$20,562,000, representing a ~~6.8% improvement over prior~~5.1% increase as compared to both the previous year’s third quarter sales of ~~$18,329,000.~~$19,569,000 and current year second quarter sales of $19,572,000. Sales through the domestic channels for the current quarter were ~~$14,127,000,~~$14,642,000, an increase of ~~5.9%~~3.7% over the prior year. International shipments for the third quarter of the current year were ~~$5,442,000,~~$5,920,000, representing ~~a 9.0%~~an 8.8% increase from the previous year. Current year’s third quarter international sales include ~~a $125,000 favorable impact due to~~an unfavorable foreign exchange ~~rates.~~rate impact of $204,000.

Hardware sales in the current quarter were ~~$8,356,000, a 6.2% improvement over the~~$9,750,000, an increase of 17.1% as compared to prior year’s third quarter sales of ~~$7,869,000. With~~$8,329,000, and a 9.9% improvement over the ~~exception~~current year second quarter sales of $8,875,000. The current quarter increase is primarily due to the increase in demand for T&M’s ~~Recorder product line,~~Ruggedized products, as sales have increased 55.8% as compared to the prior year. Also contributing to the current quarter increase in hardware sales ~~was evident in all three product groups. However, T&M’s other~~are sales of QuickLabel’s color printer product line, ~~Ruggedized printers & switches, posted a double-digit increment over the~~which has more than doubled as compared to prior ~~year’s~~year third quarter ~~sales of Ruggedized products. Quick Label’s~~sales. The overall hardware sales ~~for the third quarter of the current year were up 9.2% over the prior year’s sales. Grass Technologies’ current quarter~~increase is somewhat tempered by a decline in Grass’s hardware ~~sales increased 10.0% from prior year.~~products.

Consumables sales in the current quarter were ~~$9,873,000,~~$9,504,000, representing ~~an increase of 7.1%~~a 4.0% decrease over ~~the~~ prior year’s third quarter consumable sales of ~~$9,215,000.~~$9,899,000, and an almost 1.0% decrease as compared to current year second quarter consumable sales of $9,589,000. The ~~increase~~current quarter decrease in consumable sales ~~for~~as compared to the ~~current~~prior year is an outgrowth of the January 2012 divestiture of the Asheboro, North Carolina label business, which contributed sales of $938,000 in the third quarter of the prior year. The overall decrease in third quarter consumable sales was tempered by Grass’s double-digit increase in sales of the electrodes and cream product lines and the single digit increase in sales of QuickLabel’s digital color printer supplies as compared to prior year’s third quarter was primarily attributable to sales of digital color printer supplies within the QuickLabel product group, which were up 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, due to a decline in the installed base of thermal transfer printers.quarter.

Service and other revenues of ~~$1,340,000~~$1,308,000 in the current quarter ~~increased 7.6% compared to~~were down from prior year’s third quarter service and other revenues of ~~$1,245,000,~~$1,341,000, primarily due to the ~~increase~~decrease in repair ~~and service~~ revenue during the quarter.

~~Gross profit for the~~Current year third quarter ~~of the~~gross profit was $8,838,000, reflecting a 6.5% improvement over current year ~~was $8,014,000, reflecting an 8.3%~~second quarter gross profit of $8,299,000 and a 10.3% improvement over ~~the~~ prior year’s third quarter gross profit of ~~$7,401,000.~~$8,014,000. The Company’s gross profit margin of ~~41.0%~~43.0% in the current quarter reflects an increase ~~as compared to~~from the prior year’s third quarter gross profit margin of ~~40.4%~~41.0%. The ~~increase in~~higher gross profit and related margin for the current quarter as compared to prior year is primarily attributable to higher sales volume, favorable product mix and lower manufacturing costs.

Operating expenses for the current quarter were ~~$6,826,000,~~$6,745,000, a ~~2.0% increase from~~slight decrease as compared to prior year’s third quarter operating expenses of ~~$6,694,000.~~$6,826,000. Specifically, selling and marketing expenses for the current quarter ~~increased 7.6%~~decreased 2.7% to ~~$4,555,000~~$4,431,000 as compared to the previous year’s third quarter selling and marketing expenses of ~~$4,232,000.~~$4,555,000. The ~~increase~~decrease in selling and marketing for the current quarter was primarily due to ~~increases~~decreases in ~~personnel related costs,~~wages and benefits, as well as anadvertising spend. The overall decrease in third quarter operating expenses was tempered by the increase in ~~rental and leasing expenses due to the expansion of both our German and Canadian facilities.~~ General and administrative (G&A) expenses. G&A expenses ~~decreased 6.5%~~increased 17.6% to ~~$1,009,000~~$1,187,000 in the third quarter of the current year as compared to prior year’s third quarter G&A expenses of ~~$1,079,000.~~$1,009,000. The ~~decrease~~increase in G&A was primarily due to a ~~decrease~~increase in wages ~~as well as a benefit recognized on the reversal of the sales based incentive earn out accrual which did not reach its negotiated sales goal.~~and benefits and professional service costs. Investment in ~~research & development (R&D)~~R&D in the third quarter of the current year of ~~$1,262,000~~$1,126,000 represents ~~an 8.7%~~a 10.8% decrease compared to prior year’s third quarter investment of ~~$1,383,000. The decrease in R&D for the current quarter was primarily due to the decline in third party research and development.~~$1,262,000. The current quarter spending in R&D represents ~~6.4%~~5.5% of sales, ~~a decline from the~~an increase as compared to prior year’s third quarter level of ~~7.5%~~6.4%.

Third quarter operating income of ~~$1,188,000~~$2,093,000 increased ~~68.0%~~76.2% as compared to the prior year’s third quarter operating income of ~~$707,000.~~$1,188,000. Operating margin for the third quarter of the current year ~~was 6.1%~~of 10.2% is also up as compared to the prior year’s third quarter margin of ~~3.9%~~6.1%. The increase in ~~both~~ operating ~~profit dollars~~income and related margin ~~for~~is primarily attributable to higher sales volume and reduced selling and marketing expenses during the current ~~quarter is due to increased sales and favorable product mix.~~quarter.

Other ~~expense~~income during the third quarter ~~of the current year were $69,000~~was $47,000 compared to other ~~income~~expense of ~~$24,000~~$69,000 in the third quarter of the previous year. The ~~decrease~~increase was primarily due to ~~unfavorable~~the increase in foreign ~~exchange.~~exchange gain recognized in the third quarter of the current year.

The provision for federal, state and ~~state~~foreign income taxes for the ~~second~~third quarter of the current year was $832,000 reflecting an effective tax rate of 38.9%. This result compares to the prior year’s third quarter income tax expense of $319,000 reflecting an effective tax rate of 28.5%. The increased effective tax rate for the third quarter of the current year as compared to the prior year is primarily due to a ~~result of the~~ $113,000 tax benefit related to the difference between the prior year’s tax provision and the actual returns as ~~filed. This result compares to~~filed recognized in the third quarter of the prior year’s third quarter income tax benefit of $61,000 reflecting an effective tax rate of 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.year.

The Company reported ~~$800,000~~$1,308,000 in net income for the third quarter of the current year, reflecting a return on sales of ~~4.1%~~6.4% and generating EPS of ~~$0.11~~$0.18 per diluted share. ~~Included in net income is a tax benefit of $113,000 or $0.02 per diluted share related to favorable adjustment in the filing of the prior year’s tax returns.~~ On a comparative basis, in the prior year’s third quarter the Company recognized net income of ~~$792,000~~$800,000 reflecting a return on sales of ~~4.3%~~4.1% and an EPS of $0.11 per diluted ~~share. Prior year’s third quarter net income~~share, which includes ~~a tax benefit of approximately $400,000 or $0.05~~$0.02 per diluted share ~~due~~attributable to a ~~favorable resolution of a previously uncertain~~$113,000 tax ~~position and a favorable adjustment in~~benefit related to the ~~filing of~~difference between the prior ~~year~~year’s tax ~~returns.~~provision and the actual returns as filed.

Nine Months Ended October ~~29, 2011~~27, 2012 vs. Nine Months Ended October ~~30, 2010~~29, 2011

Net sales by product group and current quarter percentage change over prior year for the nine months ended October ~~29, 2011~~27, 2012 and October ~~30, 2010~~29, 2011 were:


*(Dollars in thousands)*	October 29, 2011		As a % of Net Sales			October 30, 2010		As a % of Net Sales			% Change Over Prior Year			October 27, 2012		As a % of Net Sales			October 29, 2011		As a % of Net Sales			% Change Over Prior Year
T&M	$	12,550		21.3	%	$	10,964		20.6	%		14.5	%	$	13,187		22.5	%	$	12,550		21.3	%		5.1	%
QuickLabel		32,364		55.1	%		30,107		56.7	%		7.5	%		31,851		54.4	%		32,364		55.1	%		(1.6	)%
Grass		13,850		23.6	%		12,088		22.7	%		14.6	%		13,521		23.1	%		13,850		23.6	%		(2.4	)%

Total	$	58,764		100.0	%	$	53,159		100.0	%		10.5	%	$	58,559		100.0	%	$	58,764		100.0	%		(0.3	)%

Net sales for the nine month period of the current fiscal year were $58,559,000, slight decrease as compared to sales of $58,764,000 as reported for the first nine months of ~~the current fiscal year were $58,764,000, a 10.5% increase as compared to sales of $53,159,000 as reported in~~ the prior fiscal year. Sales through the domestic channels for the first nine months of the current ~~fiscal~~ year were ~~$40,974,000,~~$41,394,000, a ~~7.5%~~slight increase from ~~the~~ prior ~~year.~~year’s domestic sales of $40,975,000. International sales for the first nine months of the current ~~fiscal~~ year of ~~$17,790,000~~$17,165,000 includes ~~a favorable~~an unfavorable impact of ~~$767,000~~$872,000 due to foreign exchange rates and reflects an ~~18.2% increase~~3.5% decrease as compared to the prior year.

The Company’s hardware sales were ~~$25,640,000~~$26,546,000 in the first nine months of fiscal ~~2012,~~2013, a ~~23.2%~~3.7% increase as compared to the same period in the prior year. ~~All three product groups experienced double-digit~~Contributing to the increase in hardware growth in the current year ~~with~~was T&M hardware sales for the first nine months of the current year ~~up 21.7% compared to prior year’s T&M hardware sales; QuickLabel hardware sales for the first nine months~~ of ~~the current year are up 35.1%~~$11,857,000, a 7.4% increase compared to prior year’s sales of ~~QuickLabel printers~~$11,043,000 and ~~Grass~~QuickLabel’s hardware sales for the first nine months of the current year of ~~posted an 18.1%~~$6,621,000, a 15.8% increase as compared to prior year’s sales of $5,719,000. The increase was partially offset by the 8.6% decrease in Grass ~~clinical and research~~Technologies hardware ~~products.~~sales for the first nine months of the current year with sales of $8,069,000 compared to prior year’s sales of $8,830,000.

Consumables sales for the first nine months of the current ~~fiscal~~ year were ~~$29,317,000,~~$28,405,000, representing ~~an increase~~a decrease of ~~3.7% over~~3.3% as compared to the prior year’s consumable sales of ~~$28,266,000.~~$29,361,000. The overall ~~increase~~decrease in consumable sales for the first nine months of the current ~~fiscal~~ year was primarily attributable to lower label and tag sales in the QuickLabel product group due to the January 2012 divestiture of the Asheboro, North Carolina facilities, which contributed sales of approximately $3,000,000 in the first nine months of the prior year. This overall decrease in consumable sales in the current year was somewhat tempered by the increase in 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 were sales of Grass electrodes and cream products which increased 12.6%~~17.8% as compared to the prior 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~~$3,608,000 in the first nine months of fiscal ~~2012~~2013 were down ~~6.5%~~5.3% from prior year’s service and other revenues of ~~$4,074,000,~~$3,811,000, primarily due to the decrease in repair ~~and parts~~ revenue.

The Company achieved ~~$23,416,000~~$24,508,000 in gross profit for the first nine months of fiscal ~~2012~~2013 and generated a gross profit margin of ~~39.8%~~41.9% as compared to prior year’s gross profit of ~~$21,290,000~~$23,416,000 and related gross profit margin of ~~40.0%~~39.8%. The ~~nominal decline~~increase in gross profit and related margin for the first nine months of the current ~~fiscal~~ year is due to ~~higher~~lower 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~~costs and ~~paper stock.~~favorable product mix.

Operating expenses in the first nine months of the current ~~fiscal~~ year were ~~$20,448,000,~~$19,850,000, representing a ~~5.3% increase~~2.9% decrease from the prior year. Selling and marketing expenses for the first nine months of the current ~~fiscal~~ year ~~increased 10.5%~~decreased 4.9% from the prior year to ~~$13,647,000~~$12,973,000, with the ~~increase~~decrease traceable primarily to ~~higher personnel cost, as well as increased~~lower trade shows, commissions and ~~outside service~~advertising spending. R&D spending for the current nine months is ~~$3,917,000,~~$3,538,000, representing a ~~4.8% increase~~9.7% decrease as compared with prior year R&D spending of ~~$3,737,000.~~$3,917,000. Spending in R&D represents ~~6.7%~~6.0% of sales for the first nine months of the current ~~fiscal~~ year ~~and~~ as compared to ~~7.0% for the same nine month period~~6.7% in the prior year. General and administrative (G&A) expenses for the first nine months of the current ~~fiscal~~ year were ~~$2,884,000,~~$3,339,000, a ~~13.3% decrease~~15.8% increase from the prior year. The ~~lower~~increased spending level for G&A in the current year is mainly attributed to the ~~lower personnel costs~~increase in benefits and higher professional 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.~~costs.

The Company earned ~~$2,968,000~~$4,658,000 in operating income during the first nine months of fiscal ~~2012,~~year 2013, a 56.9% increase as compared to ~~$1,877,000~~$2,968,000 for the same period in the prior year. On a margin basis, this year’s operating income reflects an operating margin of ~~5.1%~~8.0% on sales compared to prior year’s operating margin of ~~3.5%~~5.1%.

Other ~~income~~expense realized during the first nine months of the current fiscal year is ~~$379,000~~$56,000 as compared to the other income of ~~$130,000~~$379,000 reported in the same period of the previous year. This ~~increased level of other income for~~decrease in the current year is a result of income recognized of $300,000 related to the disposition of a key-man life insurance ~~policy.~~policy in the prior year. Also ~~increases in investment income, as well as~~contributing to the current period decline is the recognition of a foreign exchange ~~gains recognized~~loss of $148,000 in the current year ~~contributed~~as compared to ~~the increase over~~a foreign exchange gain of $50,000 in the prior year. Other income for the first nine months of fiscal 2011 includes a $104,000 gain on legal settlement 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 ~~state~~foreign income tax expense of ~~$1,070,000~~$1,471,000 for the nine month period ended October ~~29, 2011.~~27, 2012. This year’s provision reflects an effective tax rate of 32.0%~~. The effective tax rate for the first nine months of the current fiscal year includes a $113,000 tax benefit related to the difference between~~, no change from the prior year’s ~~tax provision and the actual returns as filed. This result compares to the prior year’s income tax of $462,000 reflecting an~~ effective tax rate of ~~23.0%~~32.0%. ~~The prior year’s~~Included in the current year income tax ~~includes~~expense is a benefit of ~~$251,000~~$302,000 related to the favorable resolution of a previously uncertain tax ~~position and~~position. This compares to a $113,000 benefit ~~of $150,000~~recognized in the prior year 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 $3,131,000, a 37.5% increase as compared to prior year’s first nine months of net income of $2,277,000, ~~reflecting~~and reflects a return on sales of 5.3%. This year’s net income resulted in an EPS of $0.42 per diluted share which includes a favorable tax benefit of $0.04 per share which was recognized in the first quarter. On a comparative basis, prior year’s first nine months net income reflected 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~~generated 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~~prior year as well as $0.02 per diluted share ~~for~~related to a $113,000 tax benefit ~~of $113,000 related to favorable adjustment~~for the difference in ~~the filing of~~ the prior year’s tax ~~returns. On a comparative basis, prior year’s net income was $1,545,000, reflecting a return on sales of 2.9%~~provision and an EPS of $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.~~actual returns as filed.

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 29, 2011		October 30, 2010		October 29, 2011			October 30, 2010			October 29, 2011		October 30, 2010		October 29, 2011		October 30, 2010		October 27, 2012		October 29, 2011		October 27, 2012		October 29, 2011			October 27, 2012		October 29, 2011		October 27, 2012			October 29, 2011
T&M	$	4,325	$	4,137	$	595		$	192		$	12,550	$	10,964	$	1,469	$	910	$	5,359	$	4,325	$	1,280	$	595		$	13,187	$	12,550	$	2,391		$	1,469
QuickLabel		10,352		9,851		392			575			32,364		30,107		1,798		1,631		10,680		10,352		1,164		392			31,851		32,364		3,142			1,798
Grass		4,892		4,341		1,176			894			13,850		12,088		2,587		2,250		4,523		4,892		919		1,176			13,521		13,850		2,464			2,587

Total	$	19,569	$	18,329		2,163			1,661		$	58,764	$	53,159		5,854		4,791	$	20,562	$	19,569		3,363		2,163		$	58,559	$	58,764		7,997			5,854

Corporate Expenses						975			954							2,886		2,914						1,270		975							3,339			2,886

Operating Income						1,188			707							2,968		1,877						2,093		1,188							4,658			2,968
Other Income (Expense) — Net						(69	)		24							379		130						47		(69	)						(56	)		379

Income Before Income Taxes						1,119			731							3,347		2,007						2,140		1,119							4,602			3,347
Income Tax Provision Benefit						319			(61	)						1,070		462
Income Tax Provision																								832		319							1,471			1,070

Net Income					$	800		$	792						$	2,277	$	1,545					$	1,308	$	800						$	3,131		$	2,277

Sales revenues from the ~~Test & Measurement~~T&M product group were ~~$4,325,000~~$5,359,000 for the third quarter of the current fiscal year, representing a ~~4.5%~~23.9% increase as compared to sales of ~~$4,137,000~~$4,325,000 for the same period in the prior year. The increase is primarily attributable to ~~double-digit sales growth of~~ the ~~Ruggedized~~hardware product line, ~~of printers~~as Ruggedized and ~~ethernet switches~~TMX product line sales recognized double-digit growth as compared to ~~the~~ prior year’s ~~third quarter. T&M’s current quarter~~ sales ~~increase is tempered by a decline in the recorder hardware business.~~volume. T&M’s third quarter segment operating profit ~~increased to $595,000 resulting~~of $1,280,000 resulted in a ~~13.7%~~23.9% profit margin as compared to the prior year’s segment operating profit of ~~$192,000~~$595,000 and related operating margin of ~~4.6%~~13.7%. The ~~improvement~~increase in both segment operating profit and related margin was due to higher sales and favorable ~~sales~~ product ~~mix and lower operating expenses.~~mix.

For the first nine months of the current fiscal year, sales revenues of the T&M product group were ~~$12,550,000,~~$13,187,000, a ~~14.5%~~5.1% increase as compared to sales of ~~$10,964,000~~$12,550,000 for the same period of the previous year. The increase in sales is primarily attributable to the double digit increase in ~~Ruggedized~~hardware product line sales, as ~~compared to~~both Ruggedized and TMX hardware product lines sales have increased from the prior ~~year due to increased shipments of contracted orders for~~year. However, the ~~first nine months of fiscal 2012. The~~ overall increase in sales ~~for the current year~~of T&M’s hardware business was slightly tempered by the ~~decrease~~decline in sales of ~~T&M’s~~ traditional recorder ~~hardware business as compared to the prior year.~~hardware. T&M current year’s segment operating profit of ~~$1,469,000~~$2,391,000 represents a ~~61.4%~~62.8% increase from the prior year’s segment operating profit of ~~$910,000~~$1,469,000 and provided an operating profit margin of ~~11.7%~~18.1%, an increase from the prior year’s margin of ~~8.3%~~11.7%. The increase in T&M current year’s segment operating profit and related margin is traceable to higher sales ~~favorable product mix~~ and ~~lower operating expenses.~~favorable.

Sales revenues from the QuickLabel ~~Systems~~ product group were ~~$10,352,000~~$10,680,000 in the third quarter of the current year ~~representing a 5.1% increase~~ as compared to ~~$9,851,000~~$10,352,000 in the same quarter of the prior year. The increase in sales is primarily due to the ~~consumable product line sales of Vivo! and Zeo! supplies. The~~ hardware product line ~~also contributed~~which increased 62.6% from the prior year primarily attributed to the ~~overall current quarter increase in sales, with a 9.2% increase compared to prior year sales. Within the hardware line, sales of~~demand for the Vivo! Touch and ~~Zeo! products, which includes~~ the new ~~Vivo! Touch, increased 10.1%, from the same period in the prior year.~~Kiaro! product line. Also contributing to the ~~hardware sales increase for the~~ current quarter ~~were~~increase was the 8.1% increase in the digital color printer supplies. The year-over-year increase in sales was somewhat tempered by lower consumable product sales of ~~monochromatic printers.~~labels and tags, an outgrowth of the January 2012 divestiture of the Asheboro, North Carolina business. QuickLabel’s current quarter segment operating profit was ~~$392,000,~~$1,164,000, reflecting a profit margin of ~~3.8%, a decline compared to~~10.9% and an increase from prior year’s third quarter segment profit of ~~$575,000~~$392,000 and with a related profit margin of ~~5.8%~~3.8%. The ~~decrease~~increase in QuickLabel’s current year’s segment operating profit and related margin is due to higher ~~manufacturing~~sales, favorable product mix and ~~raw material~~lower manufacturing costs and ~~unfavorable product mix.~~operating expenses.

The QuickLabel product group had sales revenue of ~~$32,364,000~~$31,851,000 for the first nine months of the current fiscal year, a 1.6% decline as compared with ~~$30,107,000~~$32,364,000 in sales revenues reported for the same period in the prior year. The ~~increase~~key driver of the decrease was the

decline in ~~current year’s~~label and tag sales ~~is primarily attributed~~in the QuickLabel product group due to the ~~hardware product lines~~January 2012 divestiture of the Asheboro, North Carolina facilities, which ~~increased 35.1% from~~contributed sales of approximately $3,000,000 in the first nine months of the prior year. ~~Within~~This decline was slightly tempered by the ~~hardware line,~~17.8% increase in the consumable sales of digital color printer supplies and sales of the ~~Vivo! and Zeo!~~new Kiaro! product ~~lines,~~line, which ~~includes~~was introduced in July 2012, as well as the new Vivo! Touch, made a significant contribution to the overall growth rate. Current year revenues from QuickLabel’s consumable product lines also represents an increase over the previous year’s sales, primarily attributable to thedouble-digit increase in sales of ~~Vivo! and Zeo! supplies. Segment~~monochromatic printers as compared to the prior year. The segment operating profit margin of ~~5.6%~~9.9% for the first nine months of the current ~~fiscal~~ year has ~~slightly decreased as compared~~improved relative to a ~~5.4%~~5.6% profit margin for the same period of the previous year. The current year increase in QuickLabel’s profit margin is due to lower manufacturing costs, favorable product mix and lower operating expenses.

Sales revenues in the third quarter of the current year for the Grass product group were ~~$4,892,000,~~$4,523,000 representing a ~~12.7% increase~~7.5% decrease as compared to prior year’s third quarter sales of ~~$4,341,000.~~$4,892,000. The ~~increase~~decrease in sales is primarily attributable to sales in the Clinical hardware line, as current quarter sales were ~~up 7.8% over~~lower as compared to prior year’s third quarter sales. ~~The increase is particularly evident in the EEG and Long-Term Monitoring product lines.~~ Also contributing to the ~~increase in sales~~decrease for the current quarter are sales of the Research product line which was down 12.1% as compared to prior year. The lower hardware sales are slightly tempered by an increase in the consumable products of electrodes and creams, which have increased ~~18.0%,~~15.4% as compared to the prior ~~year sales and an 18.8% increase in Research hardware product line sales. Segment~~year. The segment operating ~~profits increased 31.5%~~profit in the current quarter ~~with the~~of $919,000 generated a segment ~~achieving an~~ operating profit margin of ~~24.1% as compared~~20.3% and compares to a segment operating profit margin of ~~20.6%~~24.0% as reported in the third quarter of the prior year. The ~~increase in~~lower segment operating profit and related margin is primarily due to ~~higher~~lower sales and ~~favorable~~unfavorable product mix.

Grass sales were ~~$13,850,000~~$13,521,000 for the first nine months of the current ~~fiscal~~ year, ~~an increase of 14.6%~~a 2.4% decrease as compared to sales of ~~$12,088,000~~$13,850,000 for the same period of the prior year. The year over year ~~increase~~decrease is primarily attributed to the 11.2% decrease in current year sales of the ~~Clinical~~clinical hardware product lines, which have increased 23.8%. Within the Clinical hardware product line, current year EEG sales increased 90.1%, while the Long Term Monitoring product line sales increased 20.9% as compared to the same period in the prior year.line. This ~~increase~~decrease was slightly tempered by ~~a decline in~~ the ~~sales of the PSG hardware product line, as current year sales have decreased 11.8% as compared to the prior year. Also contributing to the~~9.3% increase in ~~sales for the current year are the~~ consumable ~~products~~sales of electrodes and ~~creams, which have increased 12.6%, as compared to the prior year. Segment~~creams. The segment operating profit ~~increased 15.0 % to $2,587,000, resulting in~~of $2,464,000 produced an ~~18.7%~~18.2% operating profit margin ~~a slight increase as compared~~and compares to prior year’s segment operating profit margin of ~~18.6%~~18.7%. The decrease in segment profit and related margin is primarily due to lower sales and unfavorable product mix.

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, as well as a $5.0 million revolving bank line of credit, all of which is currently available. Borrowings under this line of credit bear interest at either a fluctuating rate equal to 75 basis points below the base rate, as defined in the agreement, or at a fixed rate equal to 150 basis points above LIBOR.

The Company’s statements of cash flows for the nine months ended October ~~29, 2011~~27, 2012 and October ~~30, 2010~~29, 2011 are included on page 5.6. Net cash flows provided by operating activities was ~~$4,075,000~~$3,032,000 in the current year compared to net cash provided by operating activities of ~~$1,050,000~~$4,075,000 in the previous year. The ~~improved~~decline in operating cash flow provided in the ~~third quarter~~first nine months of the current year as compared to the ~~same period in the~~ previous year is ~~primarily~~ related to higher ~~net income~~inventory and lower ~~inventory balances. Inventory~~accounts payable, accrued compensation and other expenses. This decline in the current year was slightly offset by the increase in current year’s net income. Accounts receivables remained flat at $11,804,000 at the end of the third quarter as compared to $11,800,000 at year-end, but the accounts receivable collection cycle decreased to ~~$13,607,000~~46 days sales outstanding at the end of the current quarter as compared to 51 days outstanding at year end. Inventory increased to $14,487,000 at the end of the third quarter compared to ~~$14,405,000~~$14,129,000 at year ~~end. Inventory~~end and inventory days on hand also ~~decreased~~increased to ~~106~~111 days on hand at the end of the current quarter from ~~124~~105 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 $11,112,000 at year-end; however, the accounts receivable collection cycle decreased to 51 days sales outstanding at the end of the quarter as compared to 54 days outstanding at year end.

The Company’s cash, cash equivalents and investments at the end of the third quarter totaled ~~$22,032,000~~$22,963,000 compared to ~~$20,630,000~~$23,040,000 at year end. The ~~increased~~lower cash and investment position at October 27, 2012 resulted from ~~higher net income~~the increase in inventory and athe decrease in ~~inventories,~~accounts payable, accrued compensation and other expense, as noted ~~above. The increase was slightly tempered by~~above, as well as cash used to acquire property, plant and equipment of ~~$971,000~~$527,000 and to pay cash dividends of ~~$1,537,000.~~$1,558,000. Cash of $770,000 was also used during the period to purchase treasury shares.

The Company’s backlog increased ~~5.8%~~27.9% from year-end to ~~$7,524,000~~$7,954,000 at the end of the third ~~quarter from a backlog of $7,114,000 at year-end.~~quarter.

In the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, ~~2011,~~2012, 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.

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, ~~2011.~~2012. 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.

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

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.

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.

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.

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, ~~2011,~~2012, 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, ~~2011.~~2012.

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 date.~~

~~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.~~500,000 shares of common stock. This is an ongoing authorization without any expiration date.

During the third quarter of fiscal ~~2012,~~2013, the Company made the following repurchases of its common stock:

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.


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)


				Page No.
Part I.		Financial Information

~~Item 1.~~	Item 1.	Financial Statements
		Unaudited Condensed Consolidated Balance Sheets – October ~~29, 2011 (unaudited)~~27, 2012 and January 31, ~~2011 (audited)~~2012			3
		Unaudited Condensed Consolidated Statements of Operations – Three and Nine Months Ended October ~~29, 2011~~27, 2012 and October ~~30, 2010~~29, 2011			4
		Unaudited Condensed Consolidated Statement of Comprehensive Income – Three and Nine Months Ended October 27, 2012 and October 29, 2011			5
		Unaudited Condensed Consolidated Statements of Cash Flows – Nine Months Ended October ~~29, 2011~~27, 2012 and October ~~30, 2010~~29, 2011			56
		Notes to the Condensed Consolidated Financial Statements (unaudited)			~~6-12~~7-14
~~Item 2.~~	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			~~13-22~~15-20
~~Item 3.~~	Item 3.	Quantitative and Qualitative Disclosures about Market Risk			2220
~~Item 4.~~	Item 4.	Controls and Procedures			2220

Part II.		Other Information

~~Item 1.~~	Item 1.	Legal Proceedings			2321
~~Item 1A.~~	Item 1A.	Risk Factors			2321
~~Item 2.~~	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			2321
	Item 6.	Exhibits			21

~~Exhibits~~Signatures					23

~~Signatures~~			2422


	Three Months Ended						Nine Months Ended
	October 27, 2012			October 29, 2011			October 27, 2012			October 29, 2011
Net Income	$	1,307,454		$	799,987		$	3,131,042		$	2,277,264
Other Comprehensive Income (Loss), Net of Taxes and Reclassification Adjustments:
Foreign Currency Translation Adjustments		184,758			(92,983	)		(65,951	)		140,341
Unrealized Holding Gain (Loss) Arising During the Period		(1,673	)		(4,882	)		(8,518	)		3,223

Other Comprehensive Income (Loss)		183,085			(97,865	)		(74,469	)		143,564

Comprehensive Income	$	1,490,539		$	702,122		$	3,056,573		$	2,420,828


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Outstanding at January 31, 2011		1,219,183		$	7.03		4.2	$	1,946,412
Granted		55,000			7.91
Exercised		(261,821	)		2.86
Expired or canceled		(96,669	)		8.64

Outstanding at October 29, 2011		915,693		$	8.11		4.8	$	504,557

Exercisable at October 29, 2011		764,685		$	8.23		4.1	$	454,711


	RSAs & RSUs		Weighted Average Grant Date Fair Value
Outstanding at January 31, 2012		—	$	—
Granted		96,900		8.10
Exercised		—		—
Expired or canceled		—		—

Outstanding at October 27, 2012		96,900	$	8.10


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


	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 29 – August 25		—	$	—		—		500,000
August 26 – September 22		110,000	$	7.00		110,000		390,000
September 22– October 27		—	$	—		—		390,000



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.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Database

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document


	ASTRO-MED, INC. (Registrant)

Date: December ~~6, 2011~~5, 2012	By	/s/ Everett V. Pizzuti
		Everett V. Pizzuti,
		President 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)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company