ASTRO MED INC /NEW/
10-Q, 1999-09-01
COMPUTER PERIPHERAL EQUIPMENT, NEC
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<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         JULY 31, 1999
                               -----------------------------------

                                       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 - 4,406,239 shares
               (excluding treasury shares) as of August 31, 1999


                                       -1-
<PAGE>

                                 ASTRO-MED, INC.
                                      INDEX

<TABLE>
<CAPTION>
                                                              PAGE NO.

<S>                                                             <C>
Part I.  Financial Information:

  Consolidated Balance Sheets -
    January 31, 1999 and July 31, 1999........................   3

  Consolidated Statements of Income -
    Three Months Ended August 1, 1998 and July 31, 1999.......   4

  Consolidated Statements of Income -
    Six Months Ended August 1, 1998 and July 31, 1999.........   5

  Consolidated Statements of Cash Flows -
    Six Months Ended August 1, 1998 and July 31, 1999.........   6

  Notes to Consolidated Financial Statements -
    July 31, 1999.............................................   7,8

  Management's Discussion and Analysis of Financial
    Condition and Results of Operations.......................   9-12

Part II.  Other Information...................................   13
</TABLE>


                                       -2-
<PAGE>

Part I.  FINANCIAL INFORMATION

                                 ASTRO-MED, INC.
                      UNAUDITED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                     January 31,     July 31,
                     ASSETS                             1999          1999
                                                        ----          ----
                                                                   (Unaudited)

<S>                                                 <C>           <C>
CURRENT ASSETS
  Cash and Cash Equivalents...................      $ 4,946,289   $ 2,797,304
  Securities Available for Sale...............        7,907,142     7,903,585
  Accounts Receivable, Net....................        7,708,806     8,183,512
  Inventories.................................       10,217,020    10,446,407
  Prepaid Expenses and Other Current Assets...        1,986,336     1,918,922
                                                    -----------   -----------
       Total Current Assets...................       32,765,593    31,249,730

PROPERTY, PLANT AND EQUIPMENT                        18,678,055    19,383,592
  Less Accumulated Depreciation...............      (11,448,380)  (12,208,338)
                                                    -----------   -----------
                                                      7,229,675     7,175,254
OTHER ASSETS
  Excess of Cost Over Net Assets Acquired.....          903,784       885,634
  Amounts Due from Officers...................          480,314       480,314
  Other.......................................          374,866       305,454
                                                    -----------   -----------
                                                      1,758,964     1,671,402
                                                    $41,754,232   $40,096,386
                                                    ===========   ===========

    LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable............................      $ 3,427,766  $   3,370,514
  Accrued Compensation........................        1,446,770      1,083,811
  Accrued Expenses............................        1,110,484      1,098,133
  Income Taxes................................        1,062,892        986,132
  Current Maturities of Long-Term Debt........          211,021        141,210
                                                    -----------    -----------
       Total Current Liabilities..............        7,258,933      6,679,800

LONG-TERM DEBT, Less Current Maturities.......           16,977              -

EXCESS OF NET ASSETS ACQUIRED OVER COST.......          108,839         54,073

DEFERRED INCOME TAXES.........................          667,676        595,947

SHAREHOLDERS' EQUITY
  Preferred Stock, $10 Par Value,
    Authorized 100,000 Shares, None Issued....
  Common Stock, $.05 Par Value, Authorized
    13,000,000 Shares, Issued 5,143,520
    and 5,145,220 Shares, Respectively........          257,176        257,261
  Additional Paid-In Capital..................        5,641,317      5,650,562
  Retained Earnings...........................       32,837,880     32,480,549
  Treasury Stock, at Cost (662,295 Shares
    and 731,295 Shares, Respectively)..........      (4,889,343)    (5,293,343)
  Accumulated Other Comprehensive Income (Loss)        (145,223)      (328,463)
                                                    -----------    -----------
                                                     33,701,807     32,766,566
                                                    $41,754,232    $40,096,386
                                                    ===========   ============
</TABLE>


                                       -3-
<PAGE>

                                 ASTRO-MED, INC.
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                   Three Months Ended
                                                   ------------------
                                                 August 1,      July 31,
                                                  1998            1999
                                                  ----            ----

<S>                                           <C>            <C>
Net Sales.................................... $10,528,111    $11,084,681
Cost of Sales................................   6,258,930      6,518,432
                                              -----------    -----------
Gross Profit.................................   4,269,181      4,566,249

Costs and Expenses:
  Selling, General and Administrative........   3,503,524      3,575,366
  Research and Development...................     734,332        792,830
                                              -----------    -----------
                                                4,237,856      4,368,196
                                              -----------    -----------

Operating Income.............................      31,325        198,053

Other Income (Expense):
  Investment Income..........................     209,953        174,778
  Interest Expense...........................      (6,066)        (3,481)
  Other, Net.................................      19,195         (7,821)
                                              -----------    -----------
                                                  223,082        163,476
                                              -----------    -----------

Income before Income Taxes.....................   254,407        361,529
Provision for Income Taxes.....................    66,000         91,000
                                                ----------   -----------

Net Income................................... $   188,407    $   270,529
                                              ===========    ===========

Earnings Per Common Share-basic..............       $ .04          $ .06
                                                     ====          =====
Earnings Per Common Share-diluted............       $ .04          $ .06
                                                     ====          =====
Weighted Average Number of Common and Common
  Equivalent Shares Outstanding-basic........   4,740,523      4,433,858
                                                =========      =========
Weighted Average Number of Common and Common
  Equivalent Shares Oustanding-diluted.......   4,775,098      4,497,357
                                                =========      =========
Dividends Declared Per Common Share..........        $.04           $.04
                                                     ====           ====
</TABLE>


                                       -4-
<PAGE>

                                 ASTRO-MED, INC.
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                    Six Months Ended
                                                    ----------------
                                                 August 1,      July 31,
                                                  1998            1999
                                                  ----            ----

<S>                                           <C>            <C>
Net Sales.................................... $20,584,551    $21,461,938
Cost of Sales................................  12,439,763     12,840,942
                                              -----------    -----------
Gross Profit.................................   8,144,788      8,620,996
                                              -----------    -----------
G
Costs and Expenses:
  Selling, General and Administrative........   7,011,214      7,263,416
  Research and Development...................   1,492,296      1,673,839
                                              -----------    -----------
                                                8,503,510      8,937,255
                                              -----------    -----------

Operating Loss...............................    (358,722)      (316,259)

Other Income (Expense):
  Investment Income..........................     418,757        346,267
  Interest Expense...........................     (12,209)        (7,573)
  Other, Net.................................      65,718        (22,435)
                                              -----------    -----------
                                                  472,266        316,259
                                              -----------    -----------

Income before Income Taxes...................     113,544              0
Provision for Income Taxes...................      29,000              0
                                              ------------   -----------

Net Income................................... $    84,544    $         0
                                              ===========    ===========

Earnings Per Common Share-basic..............       $ .02          $ .00
                                                     ====          =====
Earnings Per Common Share-diluted............       $ .02          $ .00
                                                     ====          =====
Weighted Average Number of Common and Common
  Equivalent Shares Outstanding-basic........   4,760,447      4,454,251
                                                =========      =========
Weighted Average Number of Common and Common
  Equivalent Shares Oustanding-diluted.......   4,796,971      4,488,747
                                                =========      =========
Dividends Declared Per Common Share..........        $.08           $.08
                                                     ====           ====
</TABLE>


                                       -5-
<PAGE>

                                 ASTRO-MED, INC.
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                      Six Months Ended
                                                      ----------------
                                                   August 1,      July 31,
                                                     1998          1999
                                                     ----          ----
<S>                                              <C>            <C>
Cash Flows from Operating Activities:
    Net Income ...............................   $    84,544    $         0
Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
       Depreciation and Amortization .........       610,789        724,685
       Gain on Sale of Assets ................          --            3,912
       Other .................................        20,954        (65,304)
     Changes in Assets and Liabilities:
        Accounts Receivable ..................       323,366       (474,706)
        Inventories ..........................       127,123       (229,387)
        Other ................................       170,024        136,825
        Accounts Payable and Accrued Expenses        155,836       (432,562)
        Income Taxes .........................        54,940        (76,760)
                                                 -----------    -----------
          Total Adjustments ..................     1,463,032       (413,297)
      Net Cash Provided (Used) by
        Operating Activities .................     1,547,576       (413,297)

Cash Flows from Investing Activities:
    Proceeds from Sales of Securities
      Available for Sale .....................     3,553,884      2,616,150
    Purchases of Securities Available
      for Sale ...............................    (3,757,883)    (2,772,170)
    Proceeds from Sales of Assets ............          --            2,800
    Additions to Property, Plant and Equipment      (344,826)      (742,439)
                                                 -----------    -----------
      Net Cash Used by
        Investing Activities .................      (548,825)      (895,659)

Cash Flows from Financing Activities:
    Principle Payments on Capital Leases .....       (87,896)       (86,788)
    Proceeds from Common Shares Issued
      Under Employee Benefit Plans ...........         7,421          9,331
    Purchases of Treasury Stock ..............      (625,125)      (404,001)
    Dividends Paid ...........................      (383,266)      (358,571)
                                                 -----------    -----------
      Net Cash Used by Financing Activities ..    (1,088,866)      (840,029)

Net Decrease in Cash and Cash Equivalents ....       (90,115)    (2,148,985)
Cash and Cash Equivalents, Beginning of Period     5,659,552      4,946,289
                                                 -----------    -----------

Cash and Cash Equivalents, End of Period .....   $ 5,569,437    $ 2,797,304
                                                 ===========    ===========

Supplemental Disclosures of Cash Flow
    Information:
      Cash Paid During the Period for:
        Interest .............................   $    13,146    $     7,260
        Income Taxes .........................   $         0    $    45,830
</TABLE>


                                       -6-
<PAGE>

                                 ASTRO-MED, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  July 31, 1999

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, 1999.

        (b) Earnings per common share has 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. Earnings per commom share
- - basic is based on the weighted average number of shares outstanding during the
period. Earnings per common share - diluted is based on the weighted average
number of shares and, if dilutive, common equivalent shares for stock options
outstanding during the period.

<TABLE>
<CAPTION>
                                              Three Months Ended          Six Months Ended
                                              ------------------          ----------------
                                              August 1,  July 31,        August 1,  July 31,
                                                1998      1999             1998      1999
                                                ----      ----             ----      ----

  <S>                                         <C>        <C>             <C>        <C>
  Weighted Average Common Shares
     Outstanding-basic ...................... 4,740,523  4,433,858       4,760,447  4,454,251

  Diluted Effect of Options Outstanding......    34,575     63,499          36,524     34,496
                                              ---------  ---------       ---------  ---------

  Weighted Average Common Shares
    Ourstanding - diluted.................... 4,775,098  4,497,357    4,796,971  4,488,747
                                              =========  =========    =========  =========
</TABLE>

  For the three and six month's ended July 31, 1999, the diluted per share
amounts do not reflect options outstanding of 650,500, because their effect is
anti-dilutive.

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.


                                       -7-
<PAGE>

Note 2 - CHANGE IN ACCOUNTING PRINCIPLES (continued)

<TABLE>
<CAPTION>
                                               Three Months Ended     Six Months Ended
                                               ------------------     ----------------
                                               August 1,  July 31,    August 1,  July 31,
                                                 1998      1999         1998      1999
                                                 ----      ----         ----      ----
<S>                                            <C>        <C>         <C>       <C>
Comprehensive Income(Loss):
        Net Income..........................   $188,407   $270,529    $ 84,544  $       0
                                               --------   --------    --------  ---------

        Other Comprehensive Income (Loss):
          Foreign currency translation.
                adjustments, net of tax.......  (30,600)    64,354      18,589    (23,663)
          Unrealized holding gain (loss)
                arising during the period,
                 net of tax...................   10,191    (99,514)    (12,604)  (159,577)
          Less: reclassification adjustment
                for gains included in net
                 income, net of tax...........   (2,501)         -      (2,501)         -
                                               --------    -------     -------  ---------
        Other Comprehensive Income (Loss): ...  (22,910)   (35,160)      3,484   (183,240)

        Comprehensive Income (Loss) ..........  165,497    235,369      88,028   (183,240)
                                               ========   ========     =======   ========
</TABLE>



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,            July 31,
                                         1999                 1999
                                         ----                 ----
     <S>                             <C>                  <C>
     Materials and Supplies...       $ 5,356,973          $ 5,849,555
     Work-In-Process..........           721,448            1,088,250
     Finished Goods...........         4,138,599            3,508,602
                                     -----------          -----------
                                     $10,217,020          $10,446,407
                                     ===========          ===========
</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 2nd quarter were $11,085,000, up 5% over last year's
2nd quarter sales of $10,528,000. Domestically, sales were $8,537,000 rising 11%
from last year, while internationally, sales at $2,548,000 were down 10% from
last year. Our growth in domestic channels was helped by increases in all three
product groups including QuickLabel Systems (QLS) up 21%, Test & Measurement (T
& M) up 10%, and Grass Instruments up 3%. International sales were affected by
sluggish demand in both the T & M and the Grass product groups, whereas sales of
QLS products remained healthy, growing 15% from last year's level.

         For the year, Astro-Med sales are $21,462,000, 4% higher than last
year's results of $20,585,000. Sales through domestic channels were $15,869,000
whereas international sales were $5,593,000. Profiling sales by product group
has QLS leading the sales growth with an increment of 21% while Grass
Instruments increased 12% for the six-month period year to year. T & M sales
were behind sales for the first six months of last year by 14% but were higher
in the 2nd quarter than the 1st quarter of this year.

         Gross Profit dollars reached $4,566,000 in the quarter, a 7%
improvement over last year, producing a gross profit margin of 41.2% as compared
to last year's 40.6%. The improvement in the 2nd quarter margin is attributable
to product mix as well as improved profit margin in each product group. On a
year to date basis, gross profit was $8,621,000 resulting in a gross profit
margin of 40.2%, an improvement over last year's margin of 39.6%. The
improvement stems from better margins in each product group as well as the
overall product mix.

         Operating expenses were $4,368,000 in the quarter rising 3% from last
year's level. These expenses include a $178,000 charge for severance costs
associated with reduction in personnel in the S G & A and R & D functions
implemented in May 1999. We anticipate these cost reductions will result in cost
savings of approximately $2,000,000 annually. After six-months operating
expenses were $8,937,000, representing a 5% increase over last year.

         Operating Income in the quarter was $198,000 an improvement over last
year's operating income of $31,000 as well as generating an operating profit
margin of 2%. For the year we have realized an operating loss of $316,000,
reflecting a $43,000 reduction in the prior year's operating loss of $359,000.

         Other income was $163,000 in the quarter, down from the prior year's
level of $223,000. The amount is traceable to lower investment income stemming
from reduced invested funds. Other income in the six months was $316,000 as
compared with $472,000 for the previous year. Lower investment income and
foreign currency translation adjustments account for the decrease.


                                       -9-
<PAGE>

         Net income in the 2nd quarter was $271,000 or 6(CENTS) earnings per
share. The prior year's 2nd quarter reported net income of $188,000 or 4(CENTS)
earnings per share. After six months the Company is at breakeven in net income
as compared to net income of $85,000 or 2(CENTS) earnings per share for the
prior year.

FINANCIAL CONDITION:

         Our balance sheet remained strong at $40,096,000 in total assets at the
end of the second quarter. Cash and marketable securities declined $897,000
during the quarter to $10,700,000. Cash was used to fund working capital,
capital expenditures and purchases of Astro-Med common stock. Working capital
balances declined to $24,570,000 from the 1st quarter level of $24,651,000 and
increased slightly from the prior year end level of $25,507,000. Our current
ratio, although healthy, was virtually flat with the 1st quarter at 4.68 to 1
but slightly higher than the year end current ratio of 4.51 to 1.

         Capital expenditures were $386,000 in the quarter as the Company
acquired machinery and equipment (label press) and IT hardware and software.

         During the quarter we acquired another 50,500 shares of the Company's
common stock to add to the 1st quarter purchases of 18,500 shares, bringing the
total purchases this year to 69,000 shares. At present, management has Board
approval to acquire an additional 250,000 shares of Astro-Med common stock.
Regular cash dividends of 4(CENTS) per share were paid in the 1st and 2nd
quarters.

         Shareholders' equity declined 1% during the 2nd quarter to $32,766,000
at quarter end.

YEAR 2000 READINESS DISCLOSURE

         The Year 2000 issue is the result of computer programs and embedded
computer chips being unable to distinguish between the year 1900 and the year
2000, and therefore being unable to correctly recognize and process date
information beyond the year 1999. During 1998, the Company commenced a Year 2000
readiness program to assess the impact of the year 2000 issue on the Company's
operations and address necessary remediation.

         Products. All of the Company's products, where applicable, are Year
2000 Compliant: Grass Instruments Product Group - Products manufactured before
1997 did not store time or date. Therefore, Year 2000 compliance is not an
issue. New products that do store time and date use only WindowsTM 95 dates
which are compliant. QuickLabel Systems Product Group - Printer products do not
generate or store time and date; therefore, Year 2000 compliance is not an
issue. Application software that stores time and date uses only WindowsTM 95
dates which are compliant. Label Applicator products and certain Print and Apply
models do not store time or date; therefore, compliance is not an issue. Those
Print and Apply and Thermal Recorder products which do store time and date are
compliant. Test and Measurement


                                      -10-
<PAGE>

Product Group - Data Acquisition Systems and application software for
all instruments use only WindowsTM 95 dates which are compliant. Stand-alone
Recorders use a two-digit year for reference only. The date is not used for time
sorting or any calculations. Our Quality Assurance Department has verified that
there are no anomalies associated with the turnover of the Year 2000.

         Year 2000 Readiness Program. The Company's Year 2000 readiness program
is divided into three major sections Information Technology (IT) infrastructure
(which includes Manufacturing, Finance, Purchasing and Sales), Applications
Software and Non-IT systems (including environmental, process control, and
manufacturing control systems), and Third-party suppliers and customers. All
non-compliant systems have been identified and prioritized. Assessment and
remediation are proceeding in tandem, and the Company currently plans to have
all non-compliant systems repaired or replaced and tested by the fall of 1999.

         The Information Technology infrastructure section of the Year 2000
readiness program includes the Company's IBM AS400 Computer hardware system as
well as its J. D. Edwards financial, manufacturing and distribution business
software system. The AS400 system was made fully compliant in January 1998. In
November 1998, the Company completed the installation of an upgrade to its J. D.
Edwards software suite, which is now fully compliant. This section of the
project is 100% complete.

         The Applications Software and Non-IT section includes the conversion or
replacement of applications software and equipment that is not Year 2000
compliant. The Company utilizes both in-house and third-party software and
equipment to operate certain aspects of its business, including
telecommunications and sales contact management systems. The Company estimates
that this section of the Year 2000 readiness program is approximately 50%
complete at July 31, 1999, and the remaining conversion and testing projects are
on schedule to be completed by the fall of 1999. Contingency planning for this
section has begun and is scheduled to be completed by the fall of 1999.

         The Third-party suppliers and customers section includes the process of
identifying and prioritizing critical suppliers and customers, and communicating
with them directly about their plans and progress in addressing the Year 2000
problem. The Company is currently in the process of communicating with its
significant vendors, service providers and customers. Detailed evaluations of
the most critical third parties are currently being performed. These evaluations
will be followed by the development of contingency plans, with follow-up reviews
scheduled through the remainder of 1999.

         The total cost associated with required modifications to become Year
2000 compliant is not expected to be material to the Company's financial
position. The estimated total cost related to the Year 2000 readiness program is
approximately $816,000, which includes hardware and software upgrades that were
previously planned to obtain greater capacity and functionality. The total
amount expended through July 31, 1999 was $649,000, of which approximately
$553,000 related to Information Technology Infrastructure, approximately $91,000
related to Applications Software and Non-IT projects, and approximately $5,000
related to the Third-party project. The future cost of completing the


                                      -11-
<PAGE>

Year 2000 readiness program is estimated at approximately $167,000, including
$165,000 to complete the Applications Software and Non-IT phase, and $2,000 to
complete the Third-party compliance evaluation.

The Company has funded the incurred costs to-date and intends to fund the
estimated costs to complete the Year 2000 readiness program through operating
cash flows.

         Although the Company is taking measures to address the impact, if any,
of Year 2000 issues, it cannot predict the outcome or success of its Year 2000
readiness program, or whether the failure of third party systems or equipment to
operate properly in the Year 2000 will have a material adverse effect on the
Company's business, operating results, or financial condition, or require the
Company to incur unanticipated material expenses to remedy any Year 2000 issue.
The Year 2000 readiness program is expected to significantly reduce the
Company's level of uncertainty about the Year 2000 problem and, in particular,
about the Year 2000 compliance and readiness of its material external suppliers
and customers. The Company believes that, with the implementation of upgraded
business systems and completion of the Year 2000 readiness program as scheduled,
the possibility of significant interruptions of normal operations should be
reduced.

         The foregoing discussion regarding the Company's Year 2000 readiness
program's implementation, effectiveness, and cost contains forward-looking
statements which are based on management's expectations, determined utilizing
certain assumptions of future events including third party compliance and other
factors. However, there can be no guarantee that these expectations will be
realized, and actual results could differ materially from management's
expectations. Specific factors that might cause such material differences
include, but are not limited to, the availability and cost of personnel trained
in this area and other similar uncertainties, and the remediation success of the
Company's suppliers, service providers and customers.

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; the ability of the Company to achieve the estimated cost savings; all
risks associated with the Year 2000 issue including, but not limited to, the
impact on the Company's business due to internal systems or systems of suppliers
and other third parties adversely affected by Year 2000 problems as previously
discussed above; risks associated with the Euro conversion; and the risks
described from time to time in Astro-Med's reports filed with the Securities and
Exchange Commission.


                                      -12-
<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:  August 31, 1999              By ____________________________
                                         A. W. Ondis, Chairman
                                        (Principal Executive Officer)

Date:  August 31, 1999              By ____________________________
                                         Joseph P. O'Connell, Vice
                                         President and Treasurer
                                        (Principal Financial Officer)


                                      -13-

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