<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended August 1, 1998
-----------------------------
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 (I.R.S. Employer
incorporation or organization) 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $.05 Par Value - 4,517,736 shares
(excluding treasury shares) as of August 31,1998
-1-
<PAGE>
ASTRO-MED, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I. Financial Information:
Consolidated Balance Sheets -
January 31, 1998 and August 1, 1998 ...................... 3
Consolidated Statements of Income -
Three Months Ended August 2, 1997 and August 1, 1998...... 4
Consolidated Statements of Income -
Six Months Ended August 2, 1997 and August 1, 1998........ 5
Consolidated Statements of Cash Flows -
Six Months Ended August 2, 1997 and August 1, 1998........ 6
Notes to Consolidated Financial Statements -
August 1, 1998............................................ 7,8
Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 9,10,11
Part II. Other Information................................. 12
</TABLE>
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<PAGE>
Part I. FINANCIAL INFORMATION
ASTRO-MED, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
January 31, August 1,
1998 1998
------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents...................... $ 5,659,552 $ 5,569,437
Securities Available for Sale.................. 7,472,693 7,661,023
Accounts Receivable, Net....................... 7,828,064 7,504,698
Inventories.................................... 10,341,856 10,214,733
Prepaid Expenses and Other Current Assets...... 1,561,313 1,391,290
----------- -----------
Total Current Assets......................... 32,863,478 32,341,181
PROPERTY, PLANT AND EQUIPMENT 18,056,693 18,401,519
Less Accumulated Depreciation.................. (10,155,952) (10,857,431)
-----------
7,900,741 7,544,088
OTHER ASSETS
Excess of Cost Over Net Assets Acquired........ 940,084 921,934
Amounts Due from Officers...................... 453,264 453,264
Other.......................................... 656,147 655,542
----------- -----------
2,049,495 2,030,740
----------- -----------
$42,813,714 $41,916,009
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable............................... $ 2,267,722 $ 2,489,681
Accrued Compensation........................... 1,221,662 1,420,909
Accrued Expenses............................... 1,470,849 1,205,479
Income Taxes................................... 614,631 669,571
Current Maturities of Long-Term Debt........... 177,774 177,774
----------- -----------
Total Current Liabilities.................... 5,752,638 5,963,414
LONG-TERM DEBT, Less Current Maturities......... 227,998 140,102
EXCESS OF NET ASSETS ACQUIRED OVER COST......... 326,519 217,679
DEFERRED INCOME TAXES........................... 747,560 747,560
SHAREHOLDERS' EQUITY
Preferred Stock, $10 Par Value,
Authorized 100,000 Shares, None Issued........
Common Stock, $.05 Par Value, Authorized
13,000,000 Shares, Issued 5,140,448
and 5,142,031 Shares, Respectively............ 257,023 257,076
Additional Paid-In Capital..................... 5,649,101 5,656,471
Retained Earnings.............................. 33,085,917 32,787,195
Treasury Stock, at Cost (355,895 Shares
and 446,395 Shares, Respectively)............. (3,062,945) (3,688,070)
Accumulated Other Comprehensive Income (Loss) (170,097) (165,418)
----------- -----------
35,758,999 34,847,254
----------- -----------
$42,813,714 $41,916,009
=========== ===========
</TABLE>
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<PAGE>
ASTRO-MED, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended
------------------------
August 2, August 1,
1997 1998
----------- ----------
<S> <C> <C>
Net Sales.................................................. $10,676,531 $10,528,111
Cost of Sales.............................................. 6,675,149 6,258,930
----------- -----------
Gross Profit............................................... 4,001,382 4,269,181
Costs and Expenses:
Selling, General and Administrative....................... 3,250,544 3,503,524
Research and Development.................................. 697,369 734,332
----------- -----------
3,947,913 4,237,856
----------- -----------
Operating Income........................................... 53,469 31,325
Other Income (Expense):
Investment Income......................................... 200,718 209,953
Interest Expense.......................................... (10,055) (6,066)
Other, Net................................................ (64,462) 19,195
----------- -----------
126,201 223,082
----------- -----------
Income before Income Taxes................................. 179,670 254,407
Provision for Income Taxes................................. 42,000 66,000
----------- -----------
Net Income................................................. $ 137,670 $ 188,407
=========== ===========
Earnings Per Common Share-basic............................ $.03 $.04
==== ====
Earnings Per Common Share-diluted.......................... $.03 $.04
==== ====
Weighted Average Number of Common and Common
Equivalent Shares Outstanding-basic....................... 4,865,841 4,740,523
=========== ===========
Weighted Average Number of Common and Common
Equivalent Shares Oustanding-diluted...................... 4,927,211 4,775,098
=========== ===========
Dividends Declared Per Common Share........................ $.04 $.04
==== ====
</TABLE>
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<PAGE>
ASTRO-MED, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Six Months Ended
-------------------------
August 2, August 1,
1997 1998
----------- -----------
<S> <C> <C>
Net Sales.................................................. $22,383,036 $20,584,551
Cost of Sales.............................................. 13,877,745 12,439,763
----------- -----------
Gross Profit............................................... 8,505,291 8,144,788
Costs and Expenses:
Selling, General and Administrative....................... 6,389,643 7,011,214
Research and Development.................................. 1,406,696 1,492,296
---------- -----------
7,796,339 8,503,510
---------- -----------
Operating Income (Loss).................................... 708,952 (358,722)
Other Income (Expense):
Investment Income......................................... 394,918 418,757
Interest Expense.......................................... (13,294) (12,209)
Other, Net................................................ (88,480) 65,718
---------- -----------
293,144 472,266
---------- -----------
Income before Income Taxes................................. 1,002,096 113,544
Provision for Income Taxes................................. 286,055 29,000
---------- -----------
Net Income................................................. $ 716,041 $ 84,544
========== ===========
Earnings Per Common Share-basic............................ $.15 $.02
==== ====
Earnings Per Common Share-diluted.......................... $.15 $.02
==== ====
Weighted Average Number of Common and Common
Equivalent Shares Outstanding-basic....................... 4,889,827 4,760,447
========== ===========
Weighted Average Number of Common and Common
Equivalent Shares Oustanding-diluted...................... 4,939,486 4,796,971
========== ===========
Dividends Declared Per Common Share........................ $.08 $.08
==== ====
</TABLE>
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<PAGE>
ASTRO-MED, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
-------------------------------
August 2, August 1,
1997 1998
----------- -----------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income........................................ $ 716,041 $ 84,544
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization................... 588,869 610,789
Other........................................... (93,147) 20,954
Changes in Assets and Liabilities:
Accounts Receivable.......................... 1,274,405 323,366
Inventories.................................. (203,493) 127,123
Other........................................ 308,308 170,024
Accounts Payable and Accrued Expenses........ 679,910 155,836
Income Taxes................................. (518,303) 54,940
----------- -----------
Total Adjustments.......................... 2,036,549 1,463,032
Net Cash Provided by Operating Activities...... 2,752,590 1,547,576
Cash Flows from Investing Activities:
Proceeds from Sales of Securities
Available for Sale.............................. 167,018 3,553,884
Purchases of Securities Available for Sale...... (1,202,173) (3,757,883)
Additions to Property, Plant and Equipment........ (303,517) (344,826)
----------- -----------
Net Cash Used by Investing Activities........... (1,338,672) (548,825)
Cash Flows from Financing Activities:
Principle Payments on Capital Leases.............. (89,078) (87,896)
Proceeds from Common Shares Issued
Under Employee Benefit Plans.................... 14,069 7,421
Purchases of Treasury Stock....................... (725,210) (625,125)
Dividends Paid.................................... (342,310) (383,266)
----------- -----------
Net Cash Used by Financing Activities........... (1,142,529) (1,088,866)
Net Increase (Decrease) in Cash and Cash
Equivalents........................................ 271,389 (90,115)
Cash and Cash Equivalents, Beginning of Period....... 6,561,184 5,659,552
----------- -----------
Cash and Cash Equivalents, End of Period............. $ 6,832,573 $ 5,569,437
=========== ===========
Supplemental Disclosures of Cash Flow
Information:
Cash Paid During the Period for:
Interest...................................... $ 19,858 $ 13,146
Income Taxes.................................. $ 600,956 $ 0
Other Non-Cash Transactions:
Acquisition of Leased Equipment............... $ 200,000 $ 0
</TABLE>
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<PAGE>
ASTRO-MED, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
August 1, 1998
Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) The accompanying financial statements have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission, and reflect all adjustments which, in the opinion of
management, are necessary for a fair statement of the results of the interim
periods presented. These financial statements do not include all disclosures
associated with annual financial statements and, accordingly, should be read in
conjunction with footnotes contained in the Company's annual report on Form 10-K
for the year ended January 31, 1998.
(b) Earnings per common share have been computed and presented pursuant to
the provisions of Statement of Financial Accounting Standards No. 128, Earnings
Per Share, which was adopted in fiscal 1998. Net income per share is based on
the weighted average number of shares outstanding during the period. Net income
per share assuming dilution is based on the weighted average number of shares
and common equivalent shares for stock options outstanding during the period.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------------- --------------------------
August 2, August 1, August 2, August 1,
1997 1998 1997 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Weighted Average Common Shares Outstanding-basic...... 4,865,841 4,740,523 4,889,827 4,760,447
Diluted Effect of Options Outstanding................. 61,370 34,575 49,659 36,524
--------- --------- --------- ---------
Weighted Average Common Shares Outstanding-diluted.... 4,927,211 4,775,098 4,939,486 4,796,971
========= ========= ========= =========
</TABLE>
Note 2 - CHANGE IN ACCOUNTING PRINCIPLES
Effective February 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income". This statement
requires presentation of the components of comprehensive income, including the
changes in equity from non-owner sources such as unrealized gains (losses) on
securities and foreign currency translation adjustments. The Company's total
comprehensive income is as follows.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------------- --------------------------
August 2, August 1, August 2, August 1,
1997 1998 1997 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Comprehensive Income:
Net Income............................................ $137,670 $188,407 $716,041 $ 84,544
-------- -------- -------- --------
Other Comprehensive Income(Loss):
Foreign currency translation adjustments............. (37,955) (38,624) (93,053) 19,784
Unrealized gain(loss) on securities:
Unrealized holding gain (loss) arising during
the period....................................... 17,593 10,191 (94) (12,604)
Less: reclassification adjustment for gains
included in net income........................... - (2,501) - (2,501)
-------- -------- -------- --------
Other comprehensive Income (Loss): ................... (20,362) (30,934) (93,147) 4,679
Income tax benefit (expense) related to items of other
comprehensive income................................ 4,760 8,024 26,547 (1,195)
-------- -------- -------- --------
Other Comprehensive Income (Loss), net of tax......... (15,602) (22,910) (66,600) 3,484
Comprehensive Income.................................. $122,068 $165,497 $649,441 $ 88,028
======== ======== ======== ========
</TABLE>
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<PAGE>
Note 3 - INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or market
and include material, labor and manufacturing overhead. The components of
inventories were as follows:
<TABLE>
<CAPTION>
January 31, August 1,
1998 1998
----------- -----------
<S> <C> <C>
Materials and Supplies....... $ 5,620,041 $ 6,017,704
Work-In-Process.............. 993,149 802,096
Finished Goods............... 3,728,666 3,394,933
----------- -----------
$10,341,856 $10,214,733
=========== ===========
</TABLE>
-8-
<PAGE>
ASTRO-MED, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations:
- ---------------------
Net Sales in the second quarter reached $10,528,000 rising 5% from the first
quarter's sales of $10,056,000 but were 1% behind last year's second quarter
sales of $10,677,000. Sales through the domestic channels were $7,689,000
whereas our international sales were $2,839,000 in the quarter. Domestic sales
were lower than last year's second quarter sales of $8,177,000. International
sales were healthy with revenues 13% ahead of last year's sales with most
international branches posting double digit sales increases.
After six months, sales revenues in the current fiscal year were $20,584,000
which are down 8% from the prior year level of $22,383,000. Domestically, sales
were $15,606,000, whereas the international sales volume was $4,978,000.
Gross Profit dollars in the second quarter were $4,269,000, 7% better than
last year and 10% higher than the first quarter's gross profit dollars. The
second quarter's gross margin percentage of 41% compares favorably to the prior
year margin of 38% as well as the first quarter's margin of 39%. This quarter's
result is an outgrowth of product mix and improved margins in both the QLS and
Grass Instrument product lines.
After six months, Gross Profit dollars were $8,145,000 reflecting a margin
of 40%. This year's gross margin percentage marks an improvement over the prior
year margin of 38%. The improvement is traceable to improved margins and
product mix.
Spending in the Selling, Research and Development and General and
Administrative accounts was $4,238,000 during the quarter. This quarter's
expenses were higher by 7% from last year and are traceable to increases in
sales personnel, R & D projects and Information Technology requirements. After
six months operating expenses were $8,503,000, an increase of 9% from last
year's expense levels. The increase was due to higher spending in selling &
marketing, new product development and G & A expenses.
Other Income in the quarter was $223,000 reflecting a sharp increase over
the prior year's income level of $126,000. The improvement is due to increases
in dividend and interest income as well as reductions in losses realized on
foreign currency translations. For the six month period other income was
$472,000 against last year's level of $293,000, and was due to favorable results
in foreign currency translation and improved interest income.
Net Income in the second quarter was $188,000 or 4c per share. This year's
result was an improvement of 37% over the prior year's second quarter net income
and translates into an improvement of 1c per share. Net income after six months
is $85,000 or 2c per share as compared to the prior year net income of $716,000
or 15c per share.
-9-
<PAGE>
Financial Condition:
- -------------------
The Company's balance sheet remains strong with cash and marketable
securities increasing $98,000 from year end to $13,230,000 at second quarter's
end. Accounts Receivable dollars declined 4% to $7,505,000. Inventories also
declined $127,000 to $10,215,000. The working capital balance declined from year
end to $26,378,000 but still reflects a strong current ratio of 5:42 to 1.
Capital expenditures during the first six months were $345,000 reflecting a
mix of purchases including production equipment, hardware and software
technology investments, and building improvements.
During the first half of the current fiscal year, the Company has purchased
90,500 shares of its Common Stock with 62,500 shares purchased during the second
quarter. The Board of Directors approved repurchase plan currently authorizes
the purchase of another 311,176 shares of its common stock.
Cash Dividends of 4c per share were paid to shareholders of record during
the first quarter and second quarter of the current fiscal year. Shareholders'
equity was $34,847,000 at the end of the second quarter.
Year 2000:
- ---------
The Year 2000 issue is the result of computer programs being written using
two digits (rather than four) to define the applicable year. Any of the
Company's computer programs that have date-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000, which could result
in system failures or miscalculations.
The Company is currently working to resolve the Year 2000 issue and has
established processes for evaluating and managing the risks and costs associated
with products sold as well as products purchased by the Company. The Company
will utilize both internal and external resources to reprogram or replace, and
test the software for Year 2000 modifications. In addition, the Company is
communicating with suppliers and customers with whom the Company does business
to coordinate the Year 2000 conversion. The Company's present state of readiness
and costs to address the Year 2000 issues have been summarized in the following
chart:
-10-
<PAGE>
<TABLE>
<CAPTION>
YEAR 2000 COSTS
--------------------------------
Time Table Incurred Est. to Total Est.
System Type for Completion to-Date Complete Cost
------------- ---------------- -------- -------- ----------
<S> <C> <C> <C> <C>
IT Systems:
A/S 400 IBM Midrange System Completed - 1/98 $200,751 $ - $200,751
Financial/Manufacturing/ October, 1998 321,243 15,000 336,243
Distribution Business Software Systems
Other Internal IT and Non-IT Hardware and April, 1999 30,294 255,000 285,294
Software -------- -------- --------
$552,288 $270,000 $822,288
======== ======== ========
</TABLE>
Safe Harbor Statement
- ---------------------
This document contains forward-looking statements based on current
expectations that involve a number of risks and uncertainties. The factors that
could cause actual results to differ materially include the following: general
economic conditions and growth rates in the data acquisition, digital color
printing, and neurophysiology markets, including but not limited to the
electronic, printing, and medical markets; competitive factors and pricing
pressures; changes in product mix; changes in the seasonality of demand
patterns; the timely development and acceptance of new products; inventory risks
due to shifts in market demand; component constraints and shortages; risk of
non-payment of accounts receivable; ramp up and expansion of manufacturing
capacity; and the risks described from time to time in Astro-Med's reports filed
with the Securities and Exchange Commission.
-11-
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
None.
(b) Reports on Form 8-K:
No reports on Form 8-K have been filed during the quarter for which
this report is filed.
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: September 4, 1998 By
---------------------------------
A. W. Ondis, Chairman
(Principal Executive Officer)
Date: September 4, 1998 By
---------------------------------
Joseph P. O'Connell, Vice
President and Treasurer
(Principal Financial Officer)
-12-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-START> MAY-03-1998
<PERIOD-END> AUG-01-1998
<CASH> 5,569,437
<SECURITIES> 7,661,023
<RECEIVABLES> 7,504,698
<ALLOWANCES> 0
<INVENTORY> 10,214,733
<CURRENT-ASSETS> 32,341,181
<PP&E> 18,401,519
<DEPRECIATION> 10,857,431
<TOTAL-ASSETS> 41,916,009
<CURRENT-LIABILITIES> 5,963,414
<BONDS> 100,000
0
0
<COMMON> 257,076
<OTHER-SE> 34,590,178
<TOTAL-LIABILITY-AND-EQUITY> 41,916,009
<SALES> 10,528,111
<TOTAL-REVENUES> 10,528,111
<CGS> 6,258,930
<TOTAL-COSTS> 6,258,930
<OTHER-EXPENSES> 4,237,856
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,066
<INCOME-PRETAX> 254,407
<INCOME-TAX> 66,000
<INCOME-CONTINUING> 188,407
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 188,407
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
