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 May 4,August 3, 2013

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 – 7,449,6137,465,011 shares

(excluding treasury shares) as of May 24,August 30, 2013

 

 

 


ASTRO-MED, INC.

INDEX

 

       Page No. 

Part I.

 

Financial Information

  
 

Item 1.

 

Financial Statements

  
  

Unaudited Condensed Consolidated Balance Sheets—May 4,August 3, 2013 and January 31, 2013

   3  
  

Unaudited Condensed Consolidated Statements of Operations—Three and Six Months Ended May 4,August  3, 2013 and AprilJuly 28, 2012

   4  
  

Unaudited Condensed Consolidated StatementStatements of Comprehensive Income (Loss)—Three—Three and Six Months Ended May 4,August 3, 2013 and AprilJuly 28, 2012

   5  
  

Unaudited Condensed Consolidated Statements of Cash Flows—ThreeSix Months Ended May 4,August 3,  2013 and AprilJuly 28, 2012

   6  
  

Notes to the Condensed Consolidated Financial Statements (unaudited)

   7-14  
 

Item 2.

 

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

   15-20  
 

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

   2021  
 

Item 4.

 

Controls and Procedures

   2021  

Part II.

 

Other Information

  
 

Item 1.

 

Legal Proceedings

   21  
 

Item 1A.

 

Risk Factors

   21  
 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

   21  
 

Item 6.

 

Exhibits

   2122  

Signatures

   2223  


Part I. FINANCIAL INFORMATION

 

Item 1.Financial Statements

ASTRO-MED, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, Except Share Data)

(Unaudited)

 

  May 4,
2013
 January 31,
2013
   August 3,
2013
 January 31,
2013
 
ASSETS      

CURRENT ASSETS

      

Cash and Cash Equivalents

  $12,191   $30,999    $12,183   $30,999  

Securities Available for Sale

   20,100    8,509     20,400    8,509  

Accounts Receivable, net

   8,399    9,376     9,674    9,376  

Inventories

   11,755    11,179     12,505    11,179  

Deferred Tax Assets

   1,866    1,866     1,862    1,866  

Line of Credit Receivable

   300    300     300    300  

Note Receivable

   250    250     250    250  

Restricted Cash

   1,800    1,800     1,800    1,800  

Asset Held for Sale

   2,016    2,016     2,016    2,016  

Prepaid Expenses and Other Current Assets

   1,829    696     1,323    696  

Current Assets of Discontinued Operations

   4,825    3,131     4,161    3,131  
  

 

  

 

   

 

  

 

 

Total Current Assets

   65,331    70,122     66,474    70,122  
  

 

  

 

 

PROPERTY, PLANT AND EQUIPMENT

      34,172    33,886  

Land and Improvements

   1,233    1,233  

Buildings and Improvements

   9,795    9,791  

Machinery and Equipment

   22,910    22,862  
  

 

  

 

 
   33,938    33,886  

Less Accumulated Depreciation

   (26,368  (26,098   (26,682  (26,098
  

 

  

 

   

 

  

 

 

Total Property, Plant and Equipment, net

   7,570    7,788  

Property, Plant and Equipment, net

   7,490    7,788  
  

 

  

 

   

 

  

 

 

OTHER ASSETS

      

Goodwill

   795    795     795    795  

Note Receivable

   631    756     569    756  

Other

   98    96     98    96  

Deferred Tax Assets

   356    356  
  

 

  

 

   

 

  

 

 

Total Other Assets

   1,880    2,003     1,462    1,647  
  

 

  

 

   

 

  

 

 

TOTAL ASSETS

  $74,781   $79,913    $75,426   $79,557  
  

 

  

 

   

 

  

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY      

CURRENT LIABILITIES

      

Accounts Payable

  $2,182   $1,938    $2,289   $1,938  

Accrued Compensation

   1,937    3,176     2,211    3,176  

Other Accrued Expenses

   3,634    3,164     3,768    3,164  

Deferred Revenue

   399    271     413    271  

Income Taxes Payable

   36    4,169     —      4,169  

Current Liabilities of Discontinued Operations

   774    807     1,556    1,501  
  

 

  

 

   

 

  

 

 

Total Current Liabilities

   8,962    13,525     10,237    14,219  

Deferred Tax Liabilities

   132    111     268    212  

Other Long Term Liabilities

   1,268    1,289     1,311    1,289  

Non-Current Liabilities of Discontinued Operations

   1,151    1,151  
  

 

  

 

   

 

  

 

 

TOTAL LIABILITIES

   11,513    16,076     11,816    15,720  
  

 

  

 

   

 

  

 

 

SHAREHOLDERS’ EQUITY

      

Common Stock, $0.05 Par Value, Authorized 13,000,000 shares; Issued 9,102,927 shares and 9,031,756 shares at May 4, 2013 and January 31, 2013, respectively

   455    452  

Common Stock, $0.05 Par Value, Authorized 13,000,000 shares; Issued 9,132,899 shares and 9,031,756 shares at August 3, 2013 and January 31, 2013, respectively

   457    452  

Additional Paid-in Capital

   39,338    38,786     39,597    38,786  

Retained Earnings

   35,123    36,092     35,292    36,092  

Treasury Stock, at Cost, 1,663,214 shares at May 4, 2013 and January 31, 2013

   (11,666  (11,666

Accumulated Other Comprehensive Income

   18    173  

Treasury Stock, at Cost, 1,668,225 shares and 1,663,214 shares at August 3, 2013 and January 31, 2013, respectively

   (11,720  (11,666

Accumulated Other Comprehensive Income (Loss)

   (16  173  
  

 

  

 

   

 

  

 

 

Total Shareholders’ Equity

   63,268    63,837  

TOTAL SHAREHOLDERS’ EQUITY

   63,610    63,837  
  

 

  

 

   

 

  

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

  $74,781   $79,913    $75,426   $79,557  
  

 

  

 

   

 

  

 

 

See Notes to condensed consolidated financial statements (unaudited).

ASTRO-MED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, Except Per Share Data)

(Unaudited)

 

  Three Months Ended   Three Months Ended Six Months Ended 
  May 4,
2013
 April 28,
2012
   August 3,
2013
 July 28,
2012
 August 3,
2013
 July 28,
2012
 

Net Sales

  $15,485   $14,336    $17,194   $14,663   $32,679   $29,000  

Cost of Sales

   9,708    8,837     10,271    9,106    19,980    17,944  

Product Replacement Related Costs

   672    —       —     —     672    —   
  

 

  

 

   

 

  

 

  

 

  

 

 

Gross Profit

   5,105    5,499     6,923    5,557    12,027    11,056  

Costs and Expenses:

   

Operating Expenses:

     

Selling and Marketing

   3,572    3,051     3,382    2,993    6,954    6,043  

Research and Development

   1,113    984     1,274    885    2,387    1,870  

General and Administrative

   1,142    1,036     1,380    1,115    2,521    2,151  
  

 

  

 

   

 

  

 

  

 

  

 

 

Operating Expenses

   5,827    5,071     6,036    4,993    11,862    10,064  
  

 

  

 

   

 

  

 

  

 

  

 

 

Operating Income (Loss)

   (722  428  

Operating Income

   887    564    165    992  

Other Expense

   (36  (13   (25  (89  (62  (102
  

 

  

 

   

 

  

 

  

 

  

 

 

Income (Loss) from Continuing Operations before Income Taxes

   (758  415  

Income Tax Benefit for Continuing Operations

   (319  (144

Income from Continuing Operations before Income Taxes

   862    475    103    890  

Income Tax Provision for Continuing Operations

   331    187    11    43  
  

 

  

 

   

 

  

 

  

 

  

 

 

Income (Loss) from Continuing Operations

   (439  559  

Income (Loss) from Discontinued Operations, net of tax benefit of $7 at May 4, 2013 and tax expense of $180 at April 28, 2012

   (10  278  

Income from Continuing Operations

   531    288    92    847  

Income from Discontinued Operations, net of taxes of $94 and $87, for the three and six months ended August 3, 2013, respectively and $415 and $595 for the three and six months ended July 28, 2012, respectively

   165    699    155    977  
  

 

  

 

   

 

  

 

  

 

  

 

 

Net Income (Loss)

  $(449 $837  

Net Income

  $696   $987   $247   $1,824  
  

 

  

 

   

 

  

 

  

 

  

 

 

Net Income (Loss) per Common Share—Basic:

   

Net Income per Common Share—Basic:

     

From Continuing Operations

  $(0.06 $0.07    $0.07   $0.04   $0.01   $0.12  

From Discontinued Operations

   —      0.04     0.02    0.09    0.02    0.13  
  

 

  

 

   

 

  

 

  

 

  

 

 

Net Income (Loss) Per Common Share—Basic

  $(0.06 $0.11  

Net Income Per Common Share—Basic

  $0.09   $0.13   $0.03   $0.25  
  

 

  

 

   

 

  

 

  

 

  

 

 

Net Income (Loss) per Common Share—Diluted:

   

Net Income per Common Share—Diluted:

     

From Continuing Operations

  $(0.06 $0.07    $0.07   $0.04   $0.01   $0.11  

From Discontinued Operations

   —      0.04     0.02    0.09    0.02    0.13  
  

 

  

 

   

 

  

 

  

 

  

 

 

Net Income (Loss) Per Common Share—Diluted

  $(0.06 $0.11  

Net Income Per Common Share—Diluted

  $0.09   $0.13   $0.03   $0.24  
  

 

  

 

   

 

  

 

  

 

  

 

 

Weighted Average Number of Common Shares Outstanding:

        

Basic

   7,401    7,425     7,458    7,439    7,429    7,432  

Diluted

   7,401    7,487     7,655    7,491    7,617    7,489  

Dividends Declared Per Common Share

  $0.07   $0.07    $0.07   $0.07   $0.14   $0.14  

See Notes to condensed consolidated financial statements (unaudited).

ASTRO-MED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In Thousands)

(Unaudited)

 

  Three Months Ended   Three Months Ended Six Months Ended 
  May 4,
2013
 April 28,
2012
   August 3,
2013
 July 28,
2012
 August 3,
2013
 July 28,
2012
 

Net Income (Loss)

  $(449 $837  

Net Income

  $696   $987   $247   $1,824  

Other Comprehensive Income (Loss) , Net of Taxes and Reclassification Adjustments:

        

Foreign Currency Translation Adjustments

   (154  51     (39  (302  (193  (251

Unrealized Holding Loss Arising During the Period

   (1  (5

Unrealized Holding Gain (Loss) Arising During the Period

   5    (2  4    (7
  

 

  

 

   

 

  

 

  

 

  

 

 

Other Comprehensive Income (Loss)

   (155  46     (34  (304  (189  (258
  

 

  

 

   

 

  

 

  

 

  

 

 

Comprehensive Income (Loss)

  $(604 $883  

Comprehensive Income

  $662   $683   $58   $1,566  
  

 

  

 

   

 

  

 

  

 

  

 

 

See Notes to condensed consolidated financial statements (unaudited).

ASTRO-MED, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

 

  Three Months Ended   Six Months Ended 
  May 4,
2013
 April 28,
2012
   August 3,
2013
 July 28,
2012
 

Cash Flows from Operating Activities:

      

Net Income (Loss)

  $(449 $837  

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

   

Net Income

  $247   $1,824  

Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities:

   

Depreciation and Amortization

   310    342     636    687  

Share-Based Compensation

   161    54     273    125  

Deferred Income Tax Provision

   21    121     59    111  

Changes in Assets and Liabilities:

      

Accounts Receivable

   (224  968     (535  223  

Inventories

   (1,049  305     (2,118  183  

Income Taxes

   (5,077  (211   (4,649  (221

Accounts Payable and Accrued Expenses

   (431  (1,128   188    (1,469

Other

   (235  (180   (100  (358
  

 

  

 

   

 

  

 

 

Net Cash Provided (Used) by Operating Activities

   (6,973  1,108     (5,999  1,105  

Cash Flows from Investing Activities:

      

Proceeds from Sales/Maturities of Securities Available for Sale

   1,935    3,150     5,950    7,635  

Purchases of Securities Available for Sale

   (13,527  (4,108   (17,835  (7,676

Line of Credit Issuance

   —      (300   —     (300

Additions to Property, Plant and Equipment

   (113  (191   (374  (318
  

 

  

 

   

 

  

 

 

Net Cash Used by Investing Activities

   (11,705  (1,449   (12,259  (659

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

   391    19     489    41  

Dividends Paid

   (521  (520   (1,047  (1,041
  

 

  

 

   

 

  

 

 

Net Cash Used in Financing Activities

   (130  (501   (558  (1,000

Net Decrease in Cash and Cash Equivalents

   (18,808  (842   (18,816  (554

Cash and Cash Equivalents, Beginning of Period

   30,999    11,703     30,999    11,704  
  

 

  

 

   

 

  

 

 

Cash and Cash Equivalents, End of Period

  $12,191   $10,861    $12,183   $11,150  
  

 

  

 

   

 

  

 

 

Supplemental Disclosures of Cash Flow Information:

      

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

  $4,755   $142    $4,751   $769  

See Notes to condensed consolidated financial statements (unaudited).

ASTRO-MED, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)(Unaudited)

(1) Overview

Headquartered in West Warwick, Rhode Island, Astro-Med Inc. designs, develops, manufactures and 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 through our branch offices in Canada and Europe as well as with independent dealers and representatives. Astro-Med, Inc. products are sold under the brand names Astro-Med® Test & Measurement and QuickLabel® Systems and are employed around the world in a wide range of aerospace, automotive, communications, chemical, food and beverage, 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, 2013.

On January 31, 2013, we completed the sale of substantially all of the assets of our Grass Technologies Product Group. Consequently, we have classified the results of operations of the Grass Technologies Product Group as discontinued operations for all periods presented. Refer to Note 14, “Discontinued Operations,” for further discussion.

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 condensed 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, accrued expenses 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.

(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, 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   Three Months Ended   Six Months Ended 
  May 4,
2013
   April 28,
2012
   August 3,
2013
   July 28,
2012
   August 3,
2013
   July 28,
2012
 

Weighted Average Common Shares Outstanding—Basic

   7,401,465     7,424,852     7,457,652     7,439,225     7,429,253     7,432,158  

Effect of Dilutive Options, Restricted Stock Awards and Restricted Stock Units

   —       61,862     197,332    51,935     187,565    56,827  
  

 

   

 

   

 

   

 

   

 

   

 

 

Weighted Average Common Shares Outstanding—Diluted

   7,401,465     7,486,714     7,654,984     7,491,160     7,616,818     7,488,985  
  

 

   

 

   

 

   

 

   

 

   

 

 

For the three and six months ended May 4,August 3, 2013, the diluted per share amounts do not reflect common equivalent shares outstanding of 173,300 because their effect would have been anti-dilutive. For the three and Aprilsix months ended July 28, 2012, the diluted per share amounts do not reflect common equivalent shares outstanding of 155,900 and 612,150, respectively,605,844 because their effect would have been anti-dilutive. These outstanding options were not included due to their anti-dilutive effect, as the exercise price was greater than the average market price of the underlying stock during the period presented.

For the three months ended May 4, 2013, diluted net loss per common share is the same as basic net loss per common share, as the inclusion of the effect of the common share equivalents then outstanding would be anti-dilutive. For this reason, excluded from the calculation of diluted net loss per common share for the three month period ended May 4, 2013 were “in the money” options to purchase 175,951 shares of the Company’s common stock.

(5) Share-Based Compensation

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 officers and certain employees. An aggregate of 1,000,000 shares were authorized for awards under the Plan. At May 4,August 3, 2013, 382,394356,300 shares were available for grant 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. In fiscal year 2013, a portion of the Company’s long-term incentive compensation was awarded in the form of RSUs. The 2013 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 fiscal 2013 Domestic Management Bonus Plan. All such RSUs were earned in fiscal 2013 and fifty percent vested in March 2013; the balance will vest in March 2014, subject to the grantee’s continued employment. In April 2013, the Company granted options and RSUs to officers.officers (“2014 RSUs”). Each 2014 RSU will be earned and vest as follows: twenty-five percent of the 2014 RSU vests on the third anniversary of the grant date, fifty percent of the 2014 RSU vests upon the Company achieving its cumulative budgeted net sales target for fiscal years 2014 through 2016 (the “Measurement Period”), and twenty-five percent of the total 2014 RSU vests upon the Company’s achieving a target average annual ORONA (operating income return on net assets as calculated forunder the Domestic Management Bonus Plan) for the Measurement Period. The grantee may not sell, transfer or otherwise dispose of more than fifty percent of the common stock issued upon vesting of the RSU until the first anniversary of the vesting date.

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’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’shareholders meeting. During the second quarter of fiscal 2014, 20,000 options were awarded to non-employee directors pursuant to the Plan. In addition to the automatic option grant under Plan, the Company has a Non-Employee Director Annual Compensation Program (the “Program”) which 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 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, each non-employee director receives RSAs with a value equal to $20,000 (the “Equity Retainer”). upon adjournment of each annual shareholders meeting. If a non-employee director is first appointed or elected to the Board of 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 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. During the second quarter of fiscal 2014, 7,544 RSAs were awarded to non-employee directors pursuant to the Program.

We account for compensation cost related to share-based payments based on fair value of the 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 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. The dividend assumption is based upon the prior year’s average dividend yield. No compensation expense is recognized for options that are forfeited for which the employee does not render the requisite service. 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.

Share-based compensation expense was recognized as follows:

 

  Three Months Ended   Three Months Ended   Six Months Ended 
  May 4,
2013
   April 28,
2012
   August 3,
2013
   July 28,
2012
   August 3,
2013
   July 28,
2012
 
(In thousands)                        

Stock Options

  $46    $37    $45    $39    $92    $78  

Restricted Stock Awards and Restricted Stock Units

   115     14     68     39     181     47  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $161    $51    $113    $78    $273    $125  
  

 

   

 

   

 

   

 

   

 

   

 

 

Stock Options

The fair value of stock options granted during the threesix months ended May 4,August 3, 2013 and AprilJuly 28, 2012 was estimated using the following assumptions:

 

  Three Months Ended   Six Months Ended 
  May 4,
2013
 April 28,
2012
   August 3,
2013
 July 28,
2012
 

Risk Free Interest Rate

   0.8  1.1   0.8  1.0

Expected Volatility

   38.5  39.4   38.3  39.4

Expected Life (in years)

   5.0    5.0     5.0    5.0  

Dividend Yield

   2.6  3.5   2.6  3.5

The weighted average fair value per share for options granted was $2.79, during the first quarterand second quarters of fiscal 2014 compared to $2.09 and $2.01 during the first and second quarter of fiscal 2013.

Aggregated information regarding stock options granted under the Plan for the threesix months ended May 4,August 3, 2013 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, 2013

   916,612   $8.46     4.4    $1,624,000     916,612   $8.46     4.4    $1,624,000  

Granted

   36,800    10.50         56,800    10.54      

Exercised

   (56,399  7.79         (74,805  7.71      

Expired or canceled

   (14,298  9.38         (21,424  9.40      
  

 

  

 

       

 

  

 

     

Outstanding at May 4, 2013

   882,715   $8.58     4.6    $1,677,657  

Outstanding at August 3, 2013

   877,183   $8.64     4.5    $2,522,901  
  

 

  

 

   

 

   

 

   

 

  

 

   

 

   

 

 

Exercisable at May 4, 2013

   694,067   $8.60     3.5    $1,331,857  

Exercisable at August 3, 2013

   690,035   $8.61     3.4    $2,011,494  
  

 

  

 

   

 

   

 

   

 

  

 

   

 

   

 

 

As of May 4,August 3, 2013, there was $342,000$350,596 of unrecognized compensation expense related to unvested options.options, which will be recognized through March 2017.

Restricted Stock Units (RSUs) and Restricted Stock Awards (RSAs)

Aggregated information regarding RSUs and RSAs granted under the Plan for the threesix months ended May 4,August 3, 2013 is summarized below:

 

  RSAs & RSUs Weighted Average
Grant Date Fair Value
   RSAs & RSUs Weighted Average
Grant Date Fair Value
 

Unvested at January 31, 2013

   96,900   $8.10     96,900   $8.10  

Granted

   50,000    10.07     57,544    10.14  

Vested

   (18,498  8.35     (28,398  8.26  

Forfeited

   —      —       —     —   
  

 

  

 

   

 

  

 

 

Unvested at May 4, 2013

   128,402   $8.83  

Unvested at August 3, 2013

   126,046   $8.99  
  

 

  

 

   

 

  

 

 

As of May 4,August 3, 2013, there was $891,000$531,785 of unrecognized compensation expense related to unvested RSUs and RSAs.RSAs which will be recognized through April 2016.

Employee Stock Purchase Plan

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. ThereDuring the quarters ended August 3, 2013 and July 28, 2012, there were 1,2121,054 and 9971,550 shares respectively, purchased under this plan duringplan. During the quarterssix months ended May 4,August 3, 2013 and AprilJuly 28, 2012.2012, there were 2,266 and 2,547 shares respectively, purchased under this plan. As of May 4,August 3, 2013, 63,01961,965 shares remain available.

(6) 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:

 

  May 4, 2013   January 31, 2013   August 3, 2013   January 31, 2013 
(In thousands)                

Materials and Supplies

  $5,864    $6,654    $6,850    $6,654  

Work-In-Process

   1,525     591     837     591  

Finished Goods

   4,366     3,934     4,818     3,934  
  

 

   

 

   

 

   

 

 
  $11,755    $11,179    $12,505    $11,179  
  

 

   

 

   

 

   

 

 

(7) Income Taxes

The Company’s effective tax rates for income (loss) from continuing operations based on the projected effective tax rate for the full year, are as follows:

 

Three Months Ended

Fiscal 2014

42.1

Fiscal 2013

(34.7)% 
   Three Months Ended  Six Months Ended 

Fiscal 2014

   38.4  10.7

Fiscal 2013

   39.5  4.9

During the first quarter of fiscal 2014, the Company recognized an income tax benefitexpense on the lossincome from continuing operations of approximately $319,000.$11,000. During the threesix months ended AprilJuly 28, 2012, the Company recognized income tax benefitexpense on income from continuing operations of approximately $144,000$43,000 which included an expense of $141,000$312,000 on the quarter’ssix month’s pretax income from continuing operations and a benefit of $285,000$269,000 related to the favorable resolution of a previously uncertain tax position.

As of May 4,August 3, 2013, the Company’s cumulative unrecognized tax benefits totaled $921,000$939,000 compared to $941,000 as of January 31, 2013. There were no developments affecting unrecognized tax benefits during the quarter ended May 4,August 3, 2013.

(8) Line of Credit and Note Receivable

On January 30, 2012, the Company completed the sale of its 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 sheets for the periods ended May 4, 2013 and January 31, 2013.sheets.

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 a 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 had 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. On March 27, 2013, Astro-Med signed an agreement to extend this line of credit through January 30, 2014. As of May 4,August 3, 2013, $300,000 remains outstanding on this revolving line of credit.

(9) Segment Information

Astro-Med reports two segments consistent with its sales product groups: Test & Measurement (T&M) and QuickLabel Systems (QuickLabel). On January 31, 2013, the Company completed the sale of substantially all of the assets of its Grass Technologies Product Group (Grass) in order to focus on its existing core businesses. Consequently, the Company has classified the results of operations of Grass as discontinued operations for all periods presented. Refer to Note 14, “Discontinued OperationsOperations” for a further discussion.

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

(In thousands)

  May 4,
2013
   April 28,
2012
   May 4,
2013
 April 28,
2012
   August 3,
2013
   July 28,
2012
   August 3,
2013
 July 28,
2012
 August 3,
2013
   July 28,
2012
   August 3,
2013
 July 28,
2012
 

T&M

  $4,089    $3,972    $201   $543    $4,999    $3,856    $691   $588   $9,087    $7,829    $890   $1,140  

QuickLabel

   11,396     10,364     891    903     12,195     10,807     1,576    1,091    23,592     21,171     2,468    2,003  
  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

  

 

   

 

   

 

  

 

 

Total

  $15,485    $14,336     1,092    1,446    $17,194    $14,663     2,267    1,679   $32,679    $29,000     3,358    3,143  
  

 

   

 

      

 

   

 

     

 

   

 

    

Product Replacement Related Costs

       672    —           —     —         672     

Corporate Expenses

       1,142    1,018         1,380    1,115        2,521    2,151  
      

 

  

 

       

 

  

 

      

 

  

 

 

Operating Income (Loss)

       (722  428  

Operating Income

       887    564        165    992  

Other Expense—Net

       (36  (13       (25  (89      (62  (102
      

 

  

 

       

 

  

 

      

 

  

 

 

Income (Loss) From Continuing Operations Before Income Taxes

       (758  415  

Income Tax Benefit

       (319  (144

Income From Continuing Operations Before Income Taxes

       862    475        103    890  

Income Tax Provision

       331    187        11    43  
      

 

  

 

       

 

  

 

      

 

  

 

 
       (439  559         531    288        92    847  

Income (Loss) From Discontinued Operations, Net of Income Taxes

       (10  278  

Income From Discontinued Operations, Net of Income Taxes

       165    699        155    977  
      

 

  

 

       

 

  

 

      

 

  

 

 

Net Income (Loss)

      $(449 $837  

Net Income

      $696   $987       $247   $1,824  
      

 

  

 

       

 

  

 

      

 

  

 

 

(10) Recent Accounting Pronouncements

Comprehensive Income

In February 2013, the Financial Standards Accounting Board issued Accounting Standard Update 2013-02, (“ASU-2013-02”) “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, entities are required to cross-reference to other disclosures that provide additional detail on these amounts. ASU 2013-02 was effective prospectively for reporting periods beginning after December 15, 2012. We adopted this guidance in our first quarter ending May 4, 2013 and have provided the disclosure required in Note 13. Since ASU 2013-02 only impacts presentation and disclosure requirements, the adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.

No other new accounting pronouncements, issued or effective during the first quartersix months of the current year, have had or are expected to have a material impact on our consolidated financial statements.

(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 one to 2634 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:

 

(In thousands)  Amortized Cost   Gross Unrealized
Gains
   Gross Unrealized
Losses
  Fair Value   Amortized Cost   Gross Unrealized
Gains
   Gross Unrealized
Losses
  Fair Value 

May 4, 2013

   

August 3, 2013

  Amortized Cost   Gross Unrealized
Gains
   Gross Unrealized
Losses
  Fair Value 

State and Municipal Obligations

  $20,090    $12    $(2 $20,100     
  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

 

January 31, 2013

  Amortized Cost   Gross Unrealized
Gains
   Gross Unrealized
Losses
 Fair Value   Amortized Cost   Gross Unrealized
Gains
   Gross Unrealized
Losses
 Fair Value 

State and Municipal Obligations

  $8,499    $10    $—     $8,509    $8,499    $10    $—    $8,509  
  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

 

(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 (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 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.

Cash and cash equivalents; accounts receivables; line of credit receivable; notes 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 due to the short term nature of the these instruments.

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

 

(In thousands)                                

May 4, 2013

  Level 1   Level 2   Level 3   Total 

August 3, 2013

  Level 1   Level 2   Level 3   Total 

Money Market Funds (included in Cash and Cash Equivalents)

  $7,043    $—     $—     $7,043    $6,801    $—     $—     $6,801  

State and Municipal Obligations (included in Securities Available for Sale)

   20,100     —      —      20,100     20,400     —      —      20,400  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $27,143    $—     $—     $27,143    $27,201    $—     $—     $27,201  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

January 31, 2013

  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 

Money Market Funds (included in Cash and Cash Equivalents)

  $8,784    $—     $—     $8,784    $8,784    $—     $—     $8,784  

State and Municipal Obligations (included in Securities Available for Sale)

   8,509         8,509     8,509         8,509  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  $17,293    $—     $—     $17,293    $17,293    $—     $—     $17,293  
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

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.

(13) Accumulated Other Comprehensive Income (Loss)

The changes in the balance of accumulated other comprehensive income (loss) by component are as follows:

 

(In thousands)  Foreign Currency
Translation
Adjustments
 Unrealized Holding Gain
(Loss) on Available for
Sale Securities
 Total   Foreign Currency
Translation
Adjustments
 Unrealized Holding Gain
on Available for
Sale Securities
   Total 

Balance at January 31, 2013

  $166   $7   $173    $166   $7    $173  

Other Comprehensive Income (Loss)

   (154  (1  (155   (193  4     (189

Amounts reclassified to Net Income

   —      —      —       —     —      —   
  

 

  

 

  

 

   

 

  

 

   

 

 

Net Other Comprehensive Income (Loss)

   (154  (1  (155   (193  4     (189
  

 

  

 

  

 

   

 

  

 

   

 

 

Balance at May 4, 2013

  $12   $6   $18  

Balance at August 3, 2013

  $(27 $11    $(16
  

 

  

 

  

 

   

 

  

 

   

 

 

The amounts presented above in other comprehensive income are net of taxes.

(14) Discontinued Operations

On January 31, 2013, the Company completed the sale of substantially all of the assets of its Grass Technologies Product Group (Grass) which manufactured polysomnography and electroencephalography systems and related accessories and propriety electrodes for use in both research and clinical settings. The assets sold consisted primarily of working capital (exclusive of inventory and accounts payable related to manufacturing), the engineering, sales and support workforce, intellectual property and certain other related assets. The proceeds from the sale consisted of $18.6 million in cash, of which $1.8 million is being held in escrow as restricted cash, for twelve months following the closing date of the transaction in order to provide indemnity to the purchaser in the event of any breach in the representations, warranties and covenants of Astro-Med and isAstro-Med. The Company has fully reserved forthe $1.8 million in Other Accrued Expenses in the accompanying condensed consolidated balance sheets.

As part of this transaction, Astro-Med entered into a Transition Service Agreement with the purchaser pursuant to which the Company will provide transition services and continue to manufacture Grass products for the purchaser for a period of between nine and twelve months following the closing date, after which the purchaser will acquire any remaining inventory. The Company has determined that cash flows from this activity will not be significant and therefore Grass has been presented as a discontinued operation for all periods presented.

Results for discontinued operations are as follows:

 

  Three Months
Ended
   Six Months
Ended
 
  May 4,
2013
 April 28,
2012
   August 3,
2013
   July 28,
2012
   August 3,
2013
   July 28,
2012
 
(In thousands)                      

Net Sales

  $1,745   $4,089    $1,965    $4,909    $3,716    $8,997  

Gross Profit

  $48   $1,872    $327    $2,743    $378    $4,615  

Net Income (Loss) from Discontinued Operations

  $(10 $278  

Net Income from Discontinued Operations

  $165    $699    $155    $977  

As a result of the sale of the Grass assets, the Company is in the process of selling its facility located in Rockland, Massachusetts, which was the former location of Grass production. This property is being actively marketed with sale considered probable within the next twelve months and as such, the property is classified as an asset heldAsset Held for saleSale in the accompanying condensed consolidated balance sheets.

(15) Commitments and Contingencies

Product Replacement Program

In April 2013, tests conducted by the Company revealed that one of its suppliers had been using non-conforming material in the cover of the power supply used in certain models of Astro-Med’s Test & Measurement printers. No malfunctions have been reported by customers as a result of the non-conforming material.

Upon identifying this issue, Astro-Med immediately suspended production of the printers, notified all customers and contacted the supplier who confirmed the problem. Astro-Med is working with its customers to replace the non-conforming material on existing printers with conforming material and will do this on a gradual basis over several months. The estimated the costs associated with the replacement program isare $672,000, which was based upon the number of printers shipped during the period the non-conforming material was used. Those costs and the related reserve have been recognized and recorded in the currentfirst quarter and are included in the accompanying condensed consolidated financial statements.statement of operations for the six months ended August 3, 2013. The related remaining reserve amount of $598,000 is included in Other Accrued Expenses in the accompanying condensed consolidated balance sheet dated August 3, 2013.

Astro-Med is currently receiving power supplies with compliant materials and has resumed printer production and shipments to customers.

Since Astro-Med’s vendor deviated from the agreed upon specifications for the power supply while providing certificates of conformance to the original specifications, the Company intends to seek full recovery from the supplier for all costs and any other damages associated with this issue.

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, 2013.

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 two product groups:

 

Test and Measurement Product Group (T&M)—offers a suite of Ruggedized Printer products designed for military and commercial applications to be used in the avionics industry to print weather maps, communications and other critical flight information. T&M also manufactures and markets 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.

 

QuickLabel Systems Product Group (QuickLabel)—offers label printer hardware, labeling software, service contracts and label and ink consumable products that digitally print color labels on a broad range of label and tag substrates.

On January 31, 2013, the Company completed the sale of substantially all of the assets of its Grass Technologies Product Group (Grass) in order to focus on its existing core businesses. Grass manufactured polysomnography and electroenecephalography systems for both clinical and research use along with the related accessories and proprietary electrodes. Consequently, the Company has classified the results of operations of its Grass segment as discontinued operations for all periods presented.

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

Results of Operations

Three Months Ended May 4,August 3, 2013 vs. Three Months Ended AprilJuly 28, 2012

Net sales by product group and current quarter percentage change over prior year for the three months ended May 4,August 3, 2013 and AprilJuly 28, 2012 were:

 

(Dollars in thousands)

  May 4,
2013
   As a
% of
Net Sales
 April 28,
2012
   As a
% of
Net Sales
 % Change
Over
Prior Year
   August 3,
2013
   As a
% of
Net Sales
 July 28,
2012
   As a
% of
Net Sales
 % Change
Over
Prior Year
 

T&M

  $4,089     26.4 $3,972     27.7  2.9  $4,999     29.1 $3,856     26.3  29.6

QuickLabel

   11,396     73.6  10,364     72.3  10.0   12,195     70.9  10,807     73.7  12.8
  

 

   

 

  

 

   

 

  

 

   

 

   

 

  

 

   

 

  

 

 

Total

  $15,485     100.0 $14,336     100.0  8.0  $17,194     100.0 $14,663     100.0  17.3
  

 

   

 

  

 

   

 

  

 

   

 

   

 

  

 

   

 

  

 

 

Net sales for the firstsecond quarter of the current year were $15,485,000,$17,194,000, representing an 8.0%a 17.3% increase as compared to the previous year’s second quarter sales of $14,663,000 as well as a 11.0% increase as compared to current year first quarter sales of $14,336,000.$15,485,000. Sales through the domestic channels for the current quarter were $10,694,000,$12,074,000, an increase of 2.4%11.7% over the prior year.year’s second quarter. International shipments for the firstsecond quarter of the current year were $4,791,000,$5,120,000, representing an 23.0%33.0% increase from the previous year. Current year’s firstsecond quarter international sales include an unfavorablefavorable foreign exchange rate impact of $60,000.$93,000.

Hardware sales in the current quarter were $5,638,000, a slight$7,071,000, an increase compared to both prior year’s second quarter sales of $5,677,000 and current year’s first quarter sales of $5,558,000.$5,638,000. The current quarter increase is primarily due to increasedthe continued double-digit increase in sales of QuickLabel’s color printerT&M’s Ruggedized product line, as sales were up 45.4% in the current period compared to prior year firstsecond quarter sales. Also contributing to the current quarter increase in hardware sales is the continued increase in demand for T&M’s Ruggedized products, as sales have increased 20.5%of QuickLabel’s color printer product line as compared to the prior year. The

overall hardware sales increase is somewhat tempered by lower sales in QuickLabel’s monochromatic printer line and T&M’s recorder product line, although T&M’s new TMX recorder and Dash MX product lines reported increases year over year.

Consumables sales in the current quarter were $8,902,000,$9,205,000, representing a 12.4%12.8% increase over prior year’s second quarter consumable sales of $8,160,000 and slight increase overcurrent year’s first quarter sales of $8,902,000. The current quarter increase in consumable sales as compared to the second quarter of the prior year is primarily due to the double-digit increase in both digital color printer supplies and print head product sales in the QuickLabel segment.

Service and other revenues of $918,000 in the current quarter were up 11.0% from prior year’s second quarter service and other revenues of $827,000, primarily due to the increase in parts revenue during the quarter.

Current year second quarter gross profit was $6,923,000, representing a 35.6% improvement over current year’s first quarter gross profit of $5,105,000 and a 24.6% improvement as compared to prior year’s second quarter gross profit of $5,557,000. The Company’s gross profit margin of 40.3% in the current quarter also reflects an increase from the prior year’s second quarter gross profit margin of 37.9%. The higher gross profit and related margin for the current quarter as compared to prior year is primarily attributable a favorable product mix.

Operating expenses for the current quarter were $6,036,000, which increased as compared to prior year’s second quarter operating expenses of $4,993,000. The Company increased its spending in selling and market activities from additional personnel and related costs; expanded its R&D investments with new product programs; and incurred higher G&A costs from healthcare and professional service fees. The current quarter spending in R&D represents 7.4% of sales, an increase as compared to prior year’s second quarter level of 6.0%.

Second quarter operating income of $887,000, resulted in operating profit margin of 5.2%, an increase compared to the prior year’s second quarter operating income of $564,000 and related operating margin of 3.8%. The increase in operating income and related margin is primarily attributable to favorable product mix in the current quarter.

Other expense during the second quarter was $25,000 compared to other expense of $89,000 in the second quarter of the previous year. The lower expense was primarily due to the decrease in foreign exchange loss recognized in the second quarter of the current year as compared to the prior year.

The provision for federal, state and foreign taxes on continuing operations for the second quarter of the current year were $331,000, reflecting an effective tax rate of 38.4%. This compares to the prior year’s second quarter tax expense for continued operations of $187,000, reflecting an effective tax rate of 39.5%.

The Company reported $531,000 of income from continuing operations for the second quarter of the current year, reflecting a return on sales of 3.1% and generating EPS of $0.07 per diluted share, an improvement compared to the prior year’s second quarter income from continuing operations of $288,000 , reflecting a return on sales of 2.0% and an EPS of $0.04 per diluted share.

Discontinued Operation

On January 31, 2013, the Company completed the sale of substantially all of the assets of its Grass Technologies Product Group (Grass) for a purchase price of $18,600,000. Consequently, the Company has classified the results of operations of its Grass segment as discontinued operations for all periods presented.

Results for discontinued operations are as follows:

   Three Months
Ended
 
(In thousands)  August 3,
2013
   July 28,
2012
 

Net Sales

  $1,965    $4,909  

Gross Profit

  $327    $2,743  

Net Income from Discontinued Operations

  $165    $699  

Six Months Ended August 3, 2013 vs. Six Months Ended July 28, 2012

Net sales by product group and current quarter percentage change over prior year for the six months ended August 3, 2013 and July 28, 2012 were:

(Dollars in thousands)

  August 3,
2013
   As a
% of
Net Sales
  July 28,
2012
   As a
% of
Net Sales
  % Change
Over
Prior Year
 

T&M

  $9,087     27.8 $7,829     27.0  16.1

QuickLabel

   23,592     72.2  21,171     73.0  11.4
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

Total

  $32,679     100.0 $29,000     100.0  12.7
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

Net sales for the first six months of the current year were $32,679,000, representing a 12.7% increase as compared to the previous year’s sales of $29,000,000. Sales through the domestic channels for the first half of the current year were $22,767,000, an increase of 7.1% over the prior year. International shipments for the first six months of the current year were $9,912,000, representing a 28.0% increase from the previous year. The current year’s first six months international sales include a favorable foreign exchange rate impact of $33,000.

Hardware sales in the first six months of the current year were $12,708,000, a 13.1% increase compared to prior sales of $11,235,000. Both product groups experienced growth in the current year, with T&M hardware sales at $8,278,000, an 18.6% increase as compared to prior year sales of $6,978,000 and QuickLabel hardware sales at $4,430,000 in the current year, a 4.1% increase from prior year sales of $4,256,000. The main source of the current year’s increase in sales is sales of both T&M’s Ruggedized product line and QuickLabel’s new Kairo! product line.

Consumables sales in first half of the current year were $18,107,000, representing a 12.6% increase over prior year’s first quarter consumablesix months sales of $7,921,000.$16,081,000. The current quarteryear increase in consumable sales is primarily due to the double-digit increase in both digital color printer supplies and label and tag product sales in the QuickLabel segment.

Service and other revenues of $945,000$1,864,000 in the first six months of the current quarteryear were up 10.7% from prior year’s first quartersix months service and other revenues of $857,000,$1,684,000, primarily due to the increase in parts and service revenue during the quarter.current year.

Current year first quartersix months gross profit was $5,105,000,$12,027,000, reflecting a 7.2% declinean 8.8% improvement as compared to prior year’s first quartersix months gross profit of $5,499,000. The$11,056,000; however, the Company’s gross profit margin of 33.0%36.8% in the current quarter reflects a decrease fromyear is lower than the prior year’s first quartersix months gross profit margin of 38.3%38.1%. The lower gross profit and related margin for the current quarteryear as compared to prior year is primarily attributable to $672,000 in product replacement program costs recognized in the currentfirst quarter related to replacing materials on certain of T&M’s Ruggedized printers after the Company discovered that one of its suppliers was using non-conforming material in the cover of the power supply used in certain models. Astro-Med intends to seek full recovery from the supplier for all costs and any other damages associated with this issue since the supplier deviated from the agreed upon specifications for the power supply while providing certificates of conformance to the original specifications. Also contributing to the lower gross profits were certain one-time costs related to the deployment of the LEAN manufacturing process.

Operating expenses for the current quarterfirst six months of the fiscal year were $5,827,000, a 14.9%$11,862,000, an increase as compared to prior year’s first quartersix months operating expenses of $5,071,000.$10,064,000. Specifically, selling and marketing expenses for the current quarteryear increased 17.1% to $3,572,000 as compared to the previous year’s first quartersix months of selling and marketing expenses of $3,051,000. The increase in selling and marketing for the current quarter was primarily due to increases in wages and benefits.personnel costs as well as travel expenditures. G&A expenses increased 10.2% to $1,142,000$2,521,000 in the first quartersix months of the current year as compared to prior year’s first quartersix months G&A expenses of $1,036,000.expenses. The increase in G&A was primarily due to an increase in wages and benefitspersonnel costs, professional fees and travel spending, tempered by a decline in professional service costs.spending. Investment in R&D in the first quartersix months of the current year of $1,113,000 represents a 13.1% increase$2,387,000 compared to prior year’s first quartersix months investment of $984,000.$1,870,000. The current quarteryear spending in R&D represents 7.2%7.3% of sales, an increase as compared to prior year’s first quartersix months level of 6.9%6.4%.

First quartersix months operating lossincome of $722,000,$165,000, resulted in a negative operating profit margin of 4.7%less than 1.0%, lower as compared to the prior year’s first quartersix months operating income of $428,000$992,000 and related operating margin of 3.0%3.4%. The decrease in operating income and related margin is primarily attributable to the $672,000 of product replacement program costs recognized thisin the first quarter as discussed above, as well as higher operating expenses in the current quarter.fiscal year.

Other expense during the first quartersix months was $36,000$62,000 compared to other expense of $13,000$102,000 in the first quartersix months of the previous year. The increase inlower expense was primarily due to the increasedecline in foreign exchange loss recognized in the first quartersix months of the current year as compared to the prior year.

The Company recognized a $319,000$11,000 tax benefitexpense on income from continuing operations for the current quarter as a resultfirst six months of the $758,000 loss from continuing operations.current fiscal year. This compares to the prior year’s first quartersix months income tax benefit forexpense on income from continued operations of $144,000,$43,000, which included an expense of $141,000$312,000 on the quarter’ssix month’s pretax income from continuing operations and a benefit $285,000$269,000 related to the favorable resolution of a previously uncertain tax position.

The Company reported a $439,000 lossincome from continuing operations of $92,000 for the first quartersix months of the current year, reflecting a negative return on sales of 2.8%less than 1.0% and generating a lossEPS of $0.06$0.01 per diluted share. On a comparative basis, in the prior year’s first quarter,six months, the Company recognized income from continuing operations of $559,000,$847,000, reflecting a return on sales of 3.9%2.9% and an EPS of $0.07$0.11 per diluted share.

Discontinued Operation

On January 31, 2013, the Company completed the sale of substantially all of the assets of its Grass Technologies Product Group (Grass) for a purchase price of $18,600,000. Consequently, the Company has classified the results of operations of its Grass segment as discontinued operations for all periods presented.

Results for discontinued operations are as follows:

 

  Six Months Ended 
(In thousands)  May 4,
2013
 April 28,
2012
   August 3,
2013
   July 28,
2012
 

Net Sales

  $1,745   $4,089    $3,716    $8,997  

Gross Profit

  $48   $1,872    $378    $4,615  

Income (Loss) from Discontinued Operations, net of taxes

  $(10 $278  

Net Income from Discontinued Operations

  $155    $977  

Segment Analysis

The Company reports two segments consistent with its product groups: Test & Measurement (T&M) and QuickLabel Systems (QuickLabel). 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   Three Months Ended Six Months Ended 
  Net Sales   Segment Operating Profit   Net Sales   Segment Operating Profit Net Sales   Segment Operating Profit 

(In thousands)

  May 4,
2013
   April 28,
2012
   May 4,
2013
 April 28,
2012
   August 3,
2013
   July 28,
2012
   August 3,
2013
 July 28,
2012
 August 3,
2013
   July 28,
2012
   August 3,
2013
 April 28,
2012
 

T&M

  $4,089    $3,972    $201   $543    $4,999    $3,856    $691   $588   $9,087    $7,829    $890   $1,140  

QuickLabel

   11,396     10,364     891    903     12,195     10,807     1,576    1,091    23,592     21,171     2,468    2,003  
  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

  

 

   

 

   

 

  

 

 

Total

  $15,485    $14,336     1,092    1,446    $17,194    $14,663     2,267    1,679   $32,679    $29,000     3,358    3,143  
  

 

   

 

      

 

   

 

     

 

   

 

    

Product Replacement Related Costs

       672    —           —      —          672    —   

Corporate Expenses

       1,142    1,018         1,380    1,115        2,521    2,151  
      

 

  

 

       

 

  

 

      

 

  

 

 

Operating Income (Loss)

       (722  428  

Operating Income

       887    564        165    992  

Other Expense—Net

       (36  (13       (25  (89      (62  (102
      

 

  

 

       

 

  

 

      

 

  

 

 

Income (Loss) From Continuing Operations Before Income Taxes

       (758  415  

Income Tax Benefit

       (319  (144

Income From Continuing Operations Before Income Taxes

       862    475        103    890  

Income Tax Provision

       331    187        11    43  
      

 

  

 

       

 

  

 

      

 

  

 

 
       (439  559         531    288        92    847  

Income (Loss) From Discontinued Operations, Net of Income Taxes

       (10  278  

Income From Discontinued Operations, Net of Income Taxes

       165    699        155    977  
      

 

  

 

       

 

  

 

      

 

  

 

 

Net Income (Loss)

      $(449 $837  

Net Income

      $696   $987       $247   $1,824  
      

 

  

 

       

 

  

 

      

 

  

 

 

Test & Measurement—T&M

Sales revenues from the T&M product group were $4,089,000$4,999,000 for the firstsecond quarter of the current fiscal year, representing a 2.9%29.6% increase as compared to sales of $3,972,000$3,856,000 for the same period in the prior year. The increase is primarily attributable to the double-digit growth in second quarter in the Ruggedized product line sales as compared to prior year’s sales volume. The overall increase in T&M sales for the second quarter were slightly tempered by lower sales of the traditional recorder product line. T&M’s second quarter segment operating profit of $691,000 resulted in a 13.8% profit margin as compared to the prior year’s segment operating profit of $588,000 and related operating margin of 15.2%. The lower segment operating profit margin was due to product mix.

Sales revenues from the T&M product group were $9,087,000 for the first six months of the current fiscal year, representing a 16.1% increase as compared to sales of $7,829,000 for the same period in the prior year. The increase is primarily attributable to the hardware product line, as both the Ruggedized and TMX product line saleslines experienced double-digit growth as compared toover prior year’s sales volume.year. T&M’s first quarter segment operating profit for the first six months of $201,000the current fiscal year segment was $890,000 which resulted in a 4.9%9.8% profit margin as compared to the prior year’s segment operating profit of $543,000$1,140,000 and related operating margin of 13.7%14.6%. The decrease in bothlower segment operating profit and related margin was due to product mix and higher manufacturing costs and operating expenses.costs.

QuickLabel Systems—QuickLabel

Sales revenues from the QuickLabel product group were $11,396,000increased 12.8% with sales of $12,195,000 in the firstsecond quarter of the current year as compared to $10,364,000$10,807,000 in the same period of the prior year. The current quarter increase in sales is primarily due to the consumables product line which increased 13.3% from the same period in the prior year, primarily attributable to the increased demand for digital color printer supplies and labels, as well as for the printer head product lines, which both experienced double-digit growth as compared to the prior year. Also contributing to the current quarter increase was the new Kario! product line. QuickLabel’s current quarter segment operating profit was $1,576,000, reflecting a profit margin of 12.9%, an increase from prior year’s second quarter segment profit of $1,091,000 and related profit margin of 10.1%. The increase in QuickLabel’s current year’s segment operating profit and related margin is primarily due to favorable product mix.

Sales revenues from the QuickLabel product group were $23,592,000 for the first six months of the current fiscal year as compared to $21,171,000 in the same period of the prior year. The increase in sales is primarily due to the consumables product line which increased 12.1%12.7% from the prior year, primarily attributable to the increased demand for digital color printer supplies, as well as for the label and tag product lines, which increased 29.3% and 18.4%, respectively, compared to the prior year.lines. Also contributing to the current quarter increase were sales ofwas the new Kario! product line. The current quarter increase in sales was somewhat tempered by lower sales of both the monochromatic product line and other color printer product lines. QuickLabel’s current quarteryear’s segment operating profit was $891,000,$2,468,000, reflecting a profit margin of 7.8% and a decrease10.5% an increase from prior year’s first quarter segment profit of $903,000 and with a$2,003,000 related profit margin of 8.7%9.5%. The decreaseincrease in QuickLabel’s current year’s segment operating profit and related margin is primarily due to unfavorablefavorable product mix and higher manufacturing costs.mix.

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, 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 threesix months ended May 4,August 3, 2013 and AprilJuly 28, 2012 are included on page 6. Net cash flows used by operating activities was $6,973,000$5,999,000 in the current year compared to net cash provided by operating activities of $1,108,000$1,105,000 in the previous year. The decline in operating cash flow provided in the first threesix months of the current year as compared to the previous year is related to the net loss, income tax payments made in connection with the gain on the sale of Grass Technologies as well as higher accounts receivable and higher inventory balances. Accounts receivables decreasedincreased to $8,399,000$9,674,000 at the end of the firstsecond quarter as compared to $9,376,000 at year-end and the accounts receivable collection cycle decreasedincreased to 4752 days sales outstanding at the end of the current quarter as compared to 51 days outstanding at year end. Inventory increased to $11,755,000$12,505,000 at the end of the firstsecond quarter compared to $11,179,000 at year end and inventory days on hand also increased to 110113 days on hand at the end of the current quarter from 109 days at year end.

The Company’s cash, cash equivalents and investments at the end of the thirdsecond quarter totaled $32,291,000$32,583,000 compared to $39,508,000 at year end. The lower cash and investment position at May 4,August 3, 2013 resulted from the increase in inventory and the decrease in income taxes payable, as noted above, as well as cash used to acquire property, plant and equipment of $113,000$374,000 and to pay cash dividends of $521,000.$1,047,000.

The Company’s backlog increased 14.1%29.0% from year-end to $7,015,000$7,936,000 at the end of the firstsecond quarter.

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, 2013, 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.

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) the impact of changes in foreign currency exchange rates on the results of operations; (g) the ability to successfully integrate acquisitions and realize benefits from divestitures; (h) the business abilities and judgment of personnel and changes in business strategy; (i) the efficacy of research and development investments to develop new products; (j) the launching of significant new products which could result in unanticipated expenses; (k) 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; (l) and other risks included under “Item 1A-Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2013. 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.

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, 2013, 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 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, 2013.

 

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

During the firstsecond quarter of fiscal 2014, 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
 

May 5—June 1

   —    $—      —      390,000  

June 2—June 29

   5,011 (a) $10.82    —      390,000  

June 30—August 3

   —    $—      —      390,000  

(a)
Total Number
On June 6, 2013, the Company’s Chief Financial Officer delivered 2,760 shares of Shares
Repurchased
Average
Price paid
Per Share
Total Numberthe Company’s common stock to satisfy the exercise price for 4,800 stock options exercised and the Company’s Chief Technology Officer delivered 2,251 shares of
Shares Purchased as
Part the Company’s common stock to satisfy the exercise price for 3,001 stock options exercised The shares delivered were valued at $10.82 per share and are included with treasury stock in the consolidated balance sheet. This transaction did not impact the number of Publicly
Announced Plans or
Programs
Maximum Number
of Shares That
May Be Purchased
Under The Plans
or Programs

February 1—March 2

—  $—  —  390,000

March 3—March 30

—  $—  —  390,000

March 31—May 4

—  $—  —  390,000shares authorized for repurchase under the Company’s current repurchase program.

Item 6.Exhibits

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

 

   10.10

Form of Restricted Stock Unit Award Agreement

   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)  The following materials from Registrant’s Annual Report on Form 10-Q for the period ended May 4,August 3, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Condensed Consolidated Financial Statements. Filed electronically herein.

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: June 4,September 9, 2013  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)

 

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