-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, db61LldIB+tnEhEz5cIiBFd97pannAk+eISlXlc6mUhXE2Gc4RUGtyUNXmPfZtdN U0U+sNAFZQKc2o6i425QPA== 0000927016-95-000089.txt : 19950612 0000927016-95-000089.hdr.sgml : 19950612 ACCESSION NUMBER: 0000927016-95-000089 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950429 FILED AS OF DATE: 19950609 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASTRO MED INC /NEW/ CENTRAL INDEX KEY: 0000008146 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 050318215 STATE OF INCORPORATION: RI FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-13200 FILM NUMBER: 95546066 BUSINESS ADDRESS: STREET 1: 600 E GREENWICH AVE CITY: WEST WARWICK STATE: RI ZIP: 02893 BUSINESS PHONE: 4018284000 MAIL ADDRESS: STREET 1: 600 E GREENWICH AVENUE CITY: WEST WARWICK STATE: RI ZIP: 02893 FORMER COMPANY: FORMER CONFORMED NAME: ATLAN TOL INDUSTRIES INC DATE OF NAME CHANGE: 19850220 10-Q 1 FORM 10-Q 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 April 29, 1995 ------------------------------------------------- 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 - 5,028,949 shares (excluding treasury shares) as of June 9, 1995 -1- ASTRO-MED, INC. INDEX Page No. -------- Part I. Financial Information: Consolidated Balance Sheets - January 31, 1995 and April 29, 1995...................... 3 Consolidated Statements of Income - Three Months Ended April 30, 1994 and April 29, 1995..... 4 Consolidated Statements of Cash Flows - Three Months Ended April 30, 1994 and April 29, 1995..... 5 Notes to Consolidated Financial Statements - April 29, 1995........................................... 6 Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 7 Part II. Other Information.................................. 9 -2- Part I. FINANCIAL INFORMATION ASTRO-MED, INC. CONSOLIDATED BALANCE SHEETS
January 31, April 29, ASSETS 1995 1995 ---- ---- (Unaudited) CURRENT ASSETS Cash and Cash Equivalents.................. $ 1,107,191 $ 1,168,474 Securities Available for Sale.............. 6,897,781 6,389,403 Accounts Receivable, Net................... 7,828,393 7,184,767 Inventories................................ 12,893,544 14,085,182 Prepaid Expenses and Other Current Assets.. 2,196,317 1,886,682 ----------- ----------- Total Current Assets................... 30,923,226 30,714,508 PROPERTY, PLANT AND EQUIPMENT 15,888,684 16,346,150 Less Accumulated Depreciation.............. 7,254,555 7,549,586 ----------- ----------- 8,634,129 8,796,564 OTHER ASSETS Excess of Cost Over Net Assets Acquired.... 1,047,613 1,038,534 Other...................................... 1,572,326 1,571,270 ----------- ----------- 2,619,939 2,609,804 ----------- ----------- $42,177,294 $42,120,876 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable........................... $ 2,850,382 $ 3,212,982 Accrued Compensation....................... 1,015,956 941,497 Accrued Expenses........................... 802,321 312,438 Income Taxes............................... 715,633 724,357 Current Maturities of Long-Term Debt....... 51,703 51,703 ----------- ----------- Total Current Liabilities................ 5,435,995 5,242,977 LONG-TERM DEBT, Less Current Maturities...... 244,072 219,072 EXCESS OF NET ASSETS ACQUIRED OVER COST...... 491,115 463,839 DEFERRED INCOME TAXES........................ 726,178 726,178 STOCKHOLDERS' EQUITY Preferred Stock, $10 Par Value, Authorized 100,000 Shares, None Issued.... Common Stock, $.05 Par Value, Authorized 13,000,000 Shares, Issued 5,118,268 and 5,119,242 Shares, Respectively........ 255,913 255,962 Additional Paid-In Capital................. 5,515,632 5,523,566 Retained Earnings.......................... 30,355,938 30,546,768 Treasury Stock, at Cost (77,566 Shares and 90,566 Shares, Respectively).......... (672,755) (788,096) Cumulative Translation Adjustment.......... (80,722) (58,452) Net Unrealized Gain (Loss) on Securities Available for Sale........................ (94,072) (10,938) ----------- ----------- 35,279,934 35,468,810 ----------- ----------- $42,177,294 $42,120,876 =========== ===========
-3- ASTRO-MED, INC. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended ------------------ April 30, April 29, 1994 1995 ---- ---- Net Sales..................................... $6,550,955 $10,955,296 Cost of Sales................................. 3,656,837 6,712,270 ---------- ----------- Gross Profit.................................. 2,894,118 4,243,026 Costs and Expenses: Selling, General and Administrative......... 2,584,668 3,436,357 Research and Development.................... 627,329 617,340 ---------- ----------- 3,211,997 4,053,697 ---------- ----------- Operating Income (Loss)....................... (317,879) 189,329 Other Income (Expense): Interest and Dividend Income................ 156,227 99,224 Interest Expense............................ (11,227) (6,088) Other Income (Expense), Net................. 67,423 181,588 ---------- ----------- 212,423 274,724 ---------- ----------- Income (Loss) before Income Taxes............. (105,456) 464,053 Provision for Income Taxes.................... (52,000) 122,000 ---------- ----------- Net Income (Loss)............................. $ (53,456) $ 342,053 ========== =========== Earnings (Loss) Per Common Share.............. $(.01) $.07 ===== ==== Weighted Average Number of Common and Common Equivalent Shares Outstanding............... 5,028,650 5,103,716 ========== =========== Dividends Declared Per Common Share........... $.03 $.03 ==== ====
-4- ASTRO-MED, INC. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended ------------------ April 30, April 29, 1994 1995 ---- ---- Cash Flows from Operating Activities: Net Income (Loss)............................... $ (53,456) $ 342,053 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization............... 284,057 276,834 Deferred Income Taxes....................... 8,690 Other....................................... (14,423) 1,062 Changes in Assets and Liabilities: Accounts Receivable....................... 370,073 643,626 Inventories............................... (1,801,433) (1,191,638) Other..................................... 132,213 307,694 Accounts Payable and Accrued Expenses..... 1,027,352 (201,742) Income Taxes.............................. (217,255) 8,724 ---------- ----------- Total Adjustments....................... (210,726) (155,440) ---------- ----------- Net Cash Provided (Used) by Operating Activities........................ (264,182) 186,613 Cash Flows from Investing Activities: Proceeds from Sales of Securities Available for Sale............................ 3,532,582 2,508,665 Purchases of Securities Available for Sale...................................... (2,919,847) (1,892,942) Purchases of Investments........................ (500,000) Additions to Property, Plant and Equipment...... (249,996) (457,466) ---------- ----------- Net Cash Provided (Used) by Investing Activities........................ (137,261) 158,257 Cash Flows from Financing Activities: Payments of Long-Term Debt...................... (100,000) (25,000) Proceeds from Common Shares Issued Under Employee Benefit Plans.................. 11,061 68,896 Purchases of Treasury Stock..................... (176,254) Dividends Paid.................................. (150,859) (151,229) ---------- ----------- Net Cash Used by Financing Activities......... (239,798) (283,587) ---------- ----------- Net Increase (Decrease) in Cash and Cash Equivalents..................................... (641,241) 61,283 Cash and Cash Equivalents, Beginning of Period. 1,300,132 1,107,191 ---------- ----------- Cash and Cash Equivalents, End of Period.......... $ 658,891 $ 1,168,474 ========== =========== Supplemental Disclosures of Cash Flow Information: Cash Paid During the Period for: Interest.................................... $ 18,473 $ 27,868 Income Taxes................................ $ 225,000 $ 100,456
-5- ASTRO-MED, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 29, 1995 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, 1995. (b) Earnings per common share are computed based on the weighted average number of common shares and common share equivalents outstanding during each period. Common share equivalents include the dilutive effect of certain stock options under the treasury stock method. Fully diluted earnings per share have not been separately presented since they would not be materially different. Note 2 - 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:
January 31, April 29, 1995 1995 ---- ---- Materials and Supplies.. $ 7,508,626 $ 8,492,431 Work-In-Process......... 2,475,326 1,693,493 Finished Goods.......... 2,909,592 3,899,258 ----------- ----------- $12,893,544 $14,085,182 =========== ===========
Note 3 - ACQUISITION On August 1, 1994, the Company acquired Grass Instrument Co., a privately held coropration ("Grass"), and Cannon Manufacturing Company, a privately held corporation ("Cannon") affiliated with Grass by common ownership. Following a merger, the combined businesses of Grass and Cannon continue as a wholly-owned subsidiary of the Company under the name "Grass Instrument Co." On an unaudited proforma basis, assuming Grass and Cannon had been acquired on February 1, 1993, the Company's consolidated net sales would have been $8,967,846 for the three months ended April 30, 1994. The proforma effect on net income and earnings per share is not material. -6- ASTRO-MED, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations: - --------------------- Excluding sales of the new business acquired (see Note 3 of Notes to Consolidated Financial Statements), net sales for the first quarter of the current fiscal year increased approximately 30% as compared to a relatively weak first quarter a year ago. The increase was spread between recorders/printers and bar code printer products in all geographic market sectors. Including sales of the new business, net sales were 67% higher than the prior quarter's total. Sales of the Company's newest products, including the four-color label printer SUNDANCE, are expected to favorably impact sales later in the year. Gross profit as a percentage of sales was 39% in the current quarter as compared to 44% in the first quarter of the prior year. The decline is due in large part to the inclusion of sales of the new business which has customarily experienced gross profit margins of approximately 30%. Excluding sales of the new business, gross profit declined from 44% to 41% as a result of product sales mix and sales of certain products to dealers and independent sales representatives who receive a resale discount. Selling, general and administrative expenses in the current year quarter without the new business acquired rose by approximately 10% from the prior year first quarter. While certain expenses increased or decreased, there were no individually significant expenses affecting the totals. The most substantial comparative change resulted from additional sales personnel and their related expenses in the current period. Research and development costs in the current quarter did not vary significantly from the previous first quarter. The level of such costs remains high, however, reflecting the Company's commitment to the development of new and improved products. Interest and dividend income decreased noticeably in the current first quarter compared to the prior period total because of a reduction in invested funds following the acquisition for cash of the business referred to above. -7- ASTRO-MED, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Financial Condition: - ------------------- Long-term debt appearing in the consolidated balance sheets as of the end of each respective period consists of the remainder of an industrial development revenue bond financing used in prior years to construct facilities and make major acquisitions of machinery and equipment. The Company's present cash and investment securities, together with funds generated from operations and capital resources available to it, are expected to satisfy requirements for working capital and other needs for the foreseeable future. The additional investment in inventories shown in the latest balance sheet is in accordance with business plans. No additional long-term financing is planned. -8- PART II. OTHER INFORMATION Item 4. Results of Votes of Security Holders An Annual Meeting of Shareholders of the registrant was held May 2, 1995. Shareholders were asked to elect a Board of Directors to serve until the next Annual Meeting of Shareholders or until their successors are elected and qualified. In an uncontested election, nominees for directors were elected by the following votes:
Name of Nominee Votes Votes for Director For Withheld --------------- --------- -------- Albert W. Ondis 3,539,064 3,825 Everett V. Pizzuti 3,539,064 3,825 Jacques V. Hopkins 3,539,064 3,825 Hermann Viets 3,538,389 4,500 Neil K. Robertson 3,538,389 4,500
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: June 9, 1995 By /s/A.W. Ondis ----------------------------- A. W. Ondis, Chairman (Principal Executive Officer) Date: June 9, 1995 By /s/Eugene S. Libby ----------------------------- Eugene S. Libby, Vice President and Treasurer (Principal Financial Officer) -9- EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS JAN-31-1995 FEB-01-1995 APR-29-1995 1,168,474 6,389,403 7,184,767 0 14,085,182 30,714,508 16,346,150 7,549,586 42,120,876 5,242,977 219,072 255,962 0 0 35,212,848 42,120,876 10,955,296 10,955,296 6,712,270 10,765,967 0 0 6,088 464,053 122,000 342,053 0 0 0 342,053 .07 .07
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