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+10-K405
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+d10k405.txt
+FORM 10-K405
+-------------------------------------------------------------------------------
+-------------------------------------------------------------------------------
+SECURITIES AND EXCHANGE COMMISSION
+Washington, D.C. 20549
+----------------
+FORM 10-K
+----------------
+[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
+ACT OF 1934]
+For the fiscal year ended January 31, 2001
+OR
+[X]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 Identification No.)
+incorporation or organization)
+600 East Greenwich Avenue, 02893
+West Warwick, Rhode Island (Zip Code)
+(Address of principal executive offices)
+Registrant's telephone number, including area code: (401) 828-4000
+Securities registered pursuant to Section 12(b) of the Act:
+Name of each exchange
+Title of each class on which registered
+------------------- ---------------------
+None None
+Securities registered pursuant to Section 12(g) of the Act:
+Common Stock, $.05 Par Value
+(Title of Class)
+Indicate by check mark if disclosure of delinquent filers pursuant to Item
+405 of Regulation S-K is not contained herein, and will not be contained, to
+the best of registrant's knowledge, in definitive proxy or information
+statements incorporated by reference in Part III of this Form 10-K or any
+amendment to this Form 10-K. [X]
+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 [_] No [X]
+State the aggregate market value of the voting stock held by
+non-affiliates of the registrant as of March 23, 2001.
+Common Stock, $0.05 Par Value: $12,017,084
+Indicate the number of shares outstanding (excluding treasury shares)
+of each of the issuer's classes of common stock as of March 23, 2001.
+Common Stock, $0.05 Par Value: 4,230,224 shares
+DOCUMENTS INCORPORATED BY REFERENCE
+Portions of the Company's definitive proxy statement for the 2001 annual
+meeting of shareholders are incorporated by reference into Part III.
+-------------------------------------------------------------------------------
+-------------------------------------------------------------------------------
+9
+ASTRO-MED, INC.
+FORM 10-K ANNUAL REPORT
+TABLE OF CONTENTS
+Page
+----
+PART I
+Item 1. Business................................................... 11
+Item 2. Properties................................................. 16
+Item 3. Legal Proceedings.......................................... 16
+Item 4. Submission of Matters to a Vote of Security Holders........ 16
+PART II
+Item 5. Market for the Registrant's Common Stock and Related
+Stockholder Matters........................................ 17
+Item 6. Selected Financial Data.................................... 17
+Item 7. Management's Discussion and Analysis of Financial Condition
+and Results of Operations.................................. 18
+Item 7A. Quantitative and Qualitative Disclosures About Market
+Risk....................................................... 21
+Item 8. Financial Statements and Supplementary Data................ 22
+Item 9. Changes in and Disagreements with Accountants on Accounting
+and Financial Disclosure................................... 22
+PART III
+Item 10. Directors and Executive Officers of the Registrant......... 23
+Item 11. Executive Compensation..................................... 24
+Item 12. Security Ownership of Certain Beneficial Owners and
+Management................................................. 24
+Item 13. Certain Relationships and Related Transactions............. 24
+PART IV
+Item 14. Exhibits, Financial Statement Schedules and Reports on Form
+8-K........................................................ 24
+10
+ASTRO-MED, INC.
+PART I
+Item 1. Business
+General
+Astro-Med, Inc., (the Company) incorporated in Rhode Island in January
+1969, operates in the industry segment described below. The Company is a
+diversified enterprise providing products that serve the Test and Measurement,
+Product Identification and Life Sciences markets. The Company is strategically
+organized into three product groups: Test & Measurement (T&M), QuickLabel(R)
+Systems (QLS) and Grass-Telefactor. The Company's products are distributed
+both in North America and internationally through its direct sales force and
+authorized distributors and agents located in approximately 60 countries.
+Approximately 27% of the Company's sales were made outside of the United
+States. The Company will describe the results of operations during the twelve
+months ending January 31, 2001 (fiscal 2001).
+The Company and its subsidiaries and their representatives may from time to
+time make written or oral statements, including statements contained in the
+Company's filings with the Securities and Exchange Commission (SEC) and in its
+reports to shareholders, including this annual report, which constitute or
+contain "forward-looking statements" as is defined in the Private Securities
+Litigation Reform Act of 1995 or by the SEC in its rules, regulations and
+releases.
+All statements other than statements of historical facts included in this
+annual report regarding the Company's financial position and operating and
+strategic initiatives and addressing industry developments are forward-looking
+statements. Where, in any forward-looking statement, the Company or its
+management expresses an expectation or belief as to future results, such
+expectation or belief is expressed in good faith and believed to have a
+reasonable basis, but there can be no assurance that the statement of
+expectation or belief will result or be achieved or accomplished. Factors
+which could cause actual results to differ materially from those anticipated
+include, but are not limited to, general economic, financial and business
+conditions; declining demand in the test and measurement markets, especially
+defense and aerospace; competition in the specialty printer industry; ability
+to develop market acceptance of the QLS color printer products and effective
+design of customer required features; competition in the data acquisition
+industry; competition in the neurophysiology industry; the impact of changes
+in foreign currency exchange rates on the results of operations; the ability
+to successfully integrate acquisitions; the business abilities and judgment of
+personnel and changes in business strategy.
+Narrative Description of Business
+Products
+Overview
+The Company develops, designs, manufactures and sells through three
+distinct product groups that are tied together by a common technology which
+provides the ability to acquire electronic data, process, analyze, store and
+present it in a variety of useable forms. All three groups supply a complete
+range of products including hardware, software and supplies, and all three
+place products in the industrial, medical (both clinical and research) and
+commercial market sectors, providing the Company with a broad and diverse
+market base. The T&M products receive scientific data, process, analyze and
+present it in a visible form while storing it for later review and study. The
+digital printer products group known as QLS, includes printer, printer
+applicators, software and media that create product labels in one or many
+colors from a computer file. The Grass-Telefactor products process data that
+represents the neurophysiological status of living creatures--from crayfish to
+man--and records and analyzes it electronically for study and review by
+clinicians and research scientists.
+11
+T&M Products
+T&M is a leading supplier of data recording equipment for the aerospace,
+automotive, paper, metal mill, power and telecommunications industries. In
+fiscal 2001, the Company added the Dash 18, a touchscreen eighteen-channel
+recorder with video and audio capabilities, to its successful line of portable
+data acquisition recorders, which includes the Dash 2, Dash 4u, Dash 8n, Dash
+8u and Dash 16u recorders.
+The Everest(TM), a telemetry workstation, introduced in fiscal 2000
+specifically for the aerospace industry, has solidified T&M systems'
+leadership position in this important market. With a high-resolution display,
+touch-panel controls, Ethernet interface and digital filtering, the Everest
+utilizes leading-edge technology to provide a complete solution for the
+demanding aerospace as well as other commercial applications.
+QLS Products
+The Company's QLS product line is composed of a line of high-technology
+digital label printers, automatic labelers, print and apply systems, labeling
+software and consumables. Innovative QLS products change the way companies do
+business by providing just-in-time, in-plant label production capabilities and
+labeling automation through the Company's advanced digital thermal transfer
+printing technologies.
+QLS Digital Color Label Printers
+QLS digital color labels printers are designed to print multiple colors,
+text and barcodes in a single pass on product labels of all kinds. Using
+Astro-Med's proprietary MicroCell(TM) halftoning algorithm, these printers
+create near lithographic quality labels that can be generated on demand and
+printed directly from a customer's personal computer, Macintosh, mainframe or
+AS/400 midrange computing platform.
+Seven models comprise the line of digital color label printers: the QLS-
+2000, QLS-2001, QLS-3000, QLS-3001, QLS-4000, QLS-4001 and the four-color high
+volume printer with Ribbon Ration(TM), QLS-4100. With either two or three
+print stations and both one and two-side configurations, the 2000 and 3000
+series brings color printing to general applications, at price points of
+$5,450 to $9,995. The QLS 4000 continues as the top-of-the-line, full process
+color printer for creating near lithographic quality labels and tags in both
+full process and spot color, and offers the option of duplex printing. The QLS
+4100, with its volume capacity and automatic ribbon control system, can save
+customers thousands of dollars a year in ribbon costs.
+QLS Monochrome Barcode Label Printers
+The Company also manufactures monochrome thermal/thermal transfer printers
+that produce high-quality barcode labels quickly and easily in almost any
+format. The TOP HAND QLS-500(TM) printer produces labels up to 5 inches wide
+at speeds of up to 10 inches per second while the RANGE BOSS 8 inch wide label
+printer creates shipping labels and other large formats quickly and reliably.
+During fiscal 2001, the Company introduced the LRU(TM) (Less Ribbon Used), a
+high-capacity industrial barcode printer with patented RibbonRation(TM) ribbon
+management system. The LRU(TM) was designed to provide customers with a system
+to reduce ribbon costs where only a very small portion of a label requires the
+printing of variable information.
+QLS Software
+An important component of the Company's digital printing systems is the
+software that produces the label formatting and the printing functionality
+required for successful in-plant printing.
+The Company's software is designed to facilitate the integration of the QLS
+printers within today's high-technology production environments, and includes
+QLS MicroCell(TM) halftoning algorithms for exceptional image quality and
+color output.
+12
+QLS Label Applicators and Print & Apply Systems
+To complement the QLS printers, the Company manufactures a complete line of
+automatic labelers that can apply labels to all types of packaging, from
+cartons to "clamshell" containers. Applicator models include the AD-2550, AD-
+2600, AT-2650 and AD 2800, which offer standard roll-on and air-tamp labeling
+capabilities. The CPA-350, the Company's high-end print and apply system,
+offers companies the ability to print a label on-demand and apply it to a
+product as it passes on a conveyor. During fiscal 2001, the Company introduced
+a new product, the LRU Print & Apply system, which incorporates as its print
+engine the powerful LRU(TM) barcode printer. The LRU-PA, as it is known, is
+equipped to efficiently print and apply large volumes of labels to cartons and
+many types of product packaging in an automated production line environment,
+while minimizing the cost per label with its patented RibbonRation(TM) ribbon
+management system.
+QLS Consumables: Thermal Transfer Ribbon and Labels
+The Company offers a large variety of aftermarket printer consumables that
+include thermal transfer ribbons, labels and tags. These consumables are not
+only used in the Company's printers but also in any other manufacturer's
+printer applications. A wide range of materials are available, all
+manufactured on-site, to guarantee a finished label that meets almost any
+requirements from single-use paper labels to garment labels, to outdoor
+signage and product labels of almost any description.
+Grass-Telefactor Products
+The Grass-Telefactor product group offers a range of instrumentation and
+supplies for clinical neurophysiology (EEG and epilepsy monitoring),
+polysomnography (PSG) and biomedical research applications. Grass-Telefactor
+enjoys a reputation built on decades of innovative technology, thoughtful
+design and reliability. The products and services offered by Grass-Telefactor
+are used worldwide by universities, hospitals, medical centers and companies
+engaged in a variety of clinical and research activities.
+For clinical applications, Grass-Telefactor has chosen to focus on the
+dynamic field of polysomnography (sleep disorders monitoring), and on the many
+applications of EEG (brain wave monitoring), including epilepsy diagnosis and
+surgery, critical care and intraoperative neuromonitoring. In fiscal 2000, the
+Company's clinical product line expanded to include long-term epilepsy
+monitoring through the acquisition of Telefactor Corporation, and the combined
+group now offers a one-source solution for EEG and PSG departments seeking
+instrumentation, software or supplies. The clinical product line now includes
+in-lab or in-hospital integrated systems for EEG, PSG and long term
+monitoring, featuring a powerful software suite called TWin which provides
+networking, database and report generation capabilities in addition to
+powerful data acquisition and analysis tools. The product line also includes
+laptop-based systems for EEG or PSG, which expand the capabilities of
+hospitals to offer services by packaging clinical instruments in a compact,
+portable package. Ambulatory systems for EEG or PSG allow patients to be
+recorded in out-of-lab settings, including their own homes. The group has also
+been active developing new products and has released a new product line
+including the Beehive(TM) Millennium for long term monitoring and the
+Aurora(TM) digital EEG system to complement the Heritage PSG.
+For biomedical research applications, Grass-Telefactor offers hardware and
+software for data acquisition and analysis of data. The research product line
+builds on a strong foundation with world-renowned Grass amplifiers, such as
+the Model 15RX modular, computer-controlled biomedical amplifier system.
+Rounding out the offerings from Grass-Telefactor, the Company offers a
+complete line of clinical and research instruments and supplies, including
+stimulators, transducers, electrodes and consumables. The supplies and
+accessories product line now uses e-commerce to reach the worldwide market
+through the Grass-Telefactor Online Store, www.grass-telefactor.com.
+13
+Technology
+The core technologies of the Company relate to (1) acquiring data, (2)
+conditioning the data, (3) displaying the data on hard copy, monitor, or
+electronic storage media, and finally (4) analyzing the data. All three
+product groups of the Company--T&M, QLS and Grass-Telefactor use these
+technologies.
+These core technologies are constantly being developed to the level of
+cutting edge performance and enable the Company to lead the competition with
+innovative industry-level products.
+Patents and Copyrights
+The Company holds a number of product patents in the United States and in
+foreign countries. It has filed applications for other patents that are
+pending. The Company has patents covering its T&M recording products as well
+as several patents for its QLS dual sided label printers and four-color label
+printers. In addition, the Company has two other patents pending on its multi-
+color printing technology. In fiscal 2001, the Company received a patent on
+its "ribbon saving" feature for its color and monochrome printers. The Company
+considers its patents to be important but does not believe that its business
+is materially dependent on them. The Company copyrights its extensive software
+and registers its trademarks.
+Manufacturing and Supplies
+The Company designs its products and manufactures many of the component
+parts. The balance of the parts are produced to the Company's specifications
+by suppliers. Raw materials required for the manufacture of products,
+including parts produced to the Company's specifications, are generally
+available from numerous suppliers.
+Product Development
+The Company has maintained an active program of product research and
+development since its inception. During fiscal 2001, 2000 and 1999, the
+Company incurred costs of $4,255,434, $3,353,883 and $2,938,820, respectively,
+on Company-sponsored product development. The Company is committed to product
+development as a requisite to its growth and expects to continue its focus on
+research and development efforts in fiscal 2002.
+Marketing and Competition
+The Company competes worldwide in many markets including clinical and
+research medicine, aerospace, automotive and general manufacturing. The
+Company retains its leadership position in its respective markets by virtue of
+proprietary technology, product reputation, delivery, technical assistance and
+service to customers.
+The products of the Company are marketed worldwide by advertising and
+promotion using major national and international trade journals, scientific
+meetings and trade shows, direct mailing campaigns, and the Worldwide Web.
+The products are sold by direct field sales persons as well as independent
+dealers and representatives. In the United States, the Company has twenty-two
+direct field sales people located in major cities from coast to coast
+specializing in either Recorders and Data Acquisitions systems, Color Label
+printers and media systems, or Neurological Instrumentation. Additionally, the
+Company has direct field sales and service centers in Canada, England, France,
+Germany, Italy, and Holland. In the remaining parts of the world, the Company
+retained approximately 90 independent dealers and representatives selling and
+marketing its products in 60 countries. In fiscal 2001, 27% of the Company's
+revenues were from international sales.
+The Company has a number of competitors in each of the three products
+groups and markets that it serves. In the T&M area, the Company feels that it
+leads the field in Data Acquisition Recorders. It competes with the Gould
+Instrument Division of Nicolet, a Thermo Electron company and Western
+Graphtec, the US subsidiary of Graphtec, a Japanese company.
+14
+In the Color Label Printer product group, the Company feels it leads the
+world in color printing using the thermal transfer printing technology. The
+Company introduced the very first thermal transfer color printers late in 1995
+and to this date faces only one competitor, TEC.
+The Grass-Telefactor products of the company are devoted to clinical
+applications in EEG, Polysomnography (PSG), and Long Term Epilepsy Montioring
+(LTM). There are about fourteen companies that compete in one or more of the
+three modalities (EEG, PSG, LTM) but none are the clear leader. The Company
+feels it offers superior products based upon its long history and pioneering
+the field since 1935. The Company, unlike most of its competitors, designs,
+manufactures, and produces complete systems including transducers, amplifiers,
+sensors, and Windows based application software. Additionally, the Company
+produces a range of life science products for the research market. Many of the
+latter products eventually find their way into clinical applications.
+In fiscal 2001, no single customer accounted for 10% of the Company's net
+sales in any of the last three fiscal years. The Company's products were sold
+to approximately 5,500 customers.
+International Sales
+Astro-Med International, Inc., a subsidiary of the Company, participates in
+all export sales. The subsidiary is a Foreign Sales Corporation and qualifies
+for certain tax benefits provided as an incentive for exports.
+In fiscal 2001, 2000 and 1999, net sales to customers in various geographic
+areas outside the United States, primarily in Canada and Western Europe,
+amounted to $13.9 million, $12.5 million and $11.0 million, respectively.
+Order Backlog
+The backlog fluctuates regularly. It consists of a blend of orders for end
+user customers as well as original equipment manufacturer customers.
+Manufacturing is geared to forecasted demands and applies a rapid turn cycle
+to meet customer expectations. Accordingly, the amount of order backlog does
+not indicate future sales trends and the Company does not normally carry any
+material backlog.
+Other Information
+The Company's business is not seasonal in nature.
+Most of the Company's products are warranted for one year against defects
+in materials or workmanship. Warranty expenses have averaged approximately
+$182,000 a year for the Company's last five fiscal years.
+As of March 23, 2001, the Company employed approximately 390 persons. The
+Company is generally able to satisfy its employment requirements. No employees
+are represented by a union. The Company believes that employee relations are
+good.
+15
+Item 2. Properties
+The following table sets forth information regarding the Company's principal
+owned properties, all of which are included in the consolidated balance sheet
+appearing elsewhere in this report.
+Approximate
+Square
+Location Footage Principal Use
+-------- ----------- ------------------------------------
+West Warwick, RI........... 116,000 Corporate headquarters, research and
+development, manufacturing
+Braintree, MA.............. 91,000 Manufacturing
+Slough, England............ 1,700 Sales and service
+The Company also leases facilities in eight locations. The following
+information pertains to each location:
+Approximate
+Square
+Location Footage Principal Use
+-------- ----------- ------------------------------------
+West Conshohocken, PA...... 10,000 Manufacturing, sales and service
+Longueuil, Quebec, Canada.. 3,800 Sales and service
+Rodgau, Germany............ 3,014 Manufacturing, sales and service
+Trappes, France............ 2,164 Sales and service
+Zwolle, Netherlands........ 1,300 Sales and service
+Schaumburg, IL............. 1,131 Sales and service
+Irvine, CA................. 980 Sales and service
+Milano, Italy.............. 753 Sales and service
+The Company believes its facilities are well maintained, in good operating
+condition and generally adequate to meet its needs for the foreseeable future.
+Item 3. 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 4. Submission of Matters to a Vote of Security Holders
+No matters were submitted to a vote of the Company's security holders,
+through solicitation of proxies or otherwise, during the last quarter of the
+period covered by this report.
+16
+PART II
+Item 5. Market for the Registrant's Common Stock and Related Stockholder
+Matters
+The Company's common stock trades on The NASDAQ Stock Market under the
+symbol ALOT. The following table sets forth dividend data and the range of
+high and low closing prices, as furnished by NASDAQ, for the periods
+indicated.
+Dividends
+Years Ended January 31, High Low Per Share
+----------------------- ----- ----- ---------
+2001
+First Quarter...................................... $7.50 $5.19 $0.04
+Second Quarter..................................... $6.63 $5.00 $0.04
+Third Quarter...................................... $6.00 $4.75 $0.04
+Fourth Quarter..................................... $4.93 $3.09 $0.04
+2000
+First Quarter...................................... $7.00 $4.88 $0.04
+Second Quarter..................................... $7.00 $5.50 $0.04
+Third Quarter...................................... $6.38 $5.50 $0.04
+Fourth Quarter..................................... $6.44 $5.13 $0.04
+The Company had approximately 400 shareholders of record on March 23, 2001,
+which does not reflect shareholders with beneficial ownership in shares held
+in nominee name.
+Shareholder Services
+Shareholders of Astro-Med, Inc. who desire information about the Company
+are invited to contact the Investor Relations Department, Astro-Med, Inc., 600
+East Greenwich Avenue, West Warwick, RI 02893 or call (401) 828-4000. Visit
+our Investor Relations website at www.astro-med.com.
+Dividend Policy
+The Company began a program of paying quarterly cash dividends in the
+second quarter of fiscal 1992. Previously, no cash dividends had been declared
+or paid by the Company since inception. The Company anticipates that it will
+continue to pay cash dividends on a quarterly basis.
+Item 6. Selected Financial Data
+(Dollars in Thousands, Except Per Share Amounts)
+2001 2000 1999 1998 1997
+------- ------- ------- ------- -------
+Results of Operations:
+Net Sales............................ $51,688 $46,143 $42,166 $44,377 $44,730
+Net Income........................... 302 937 496 1,041 2,288
+Earnings per Common Share--Basic..... .07 .21 .11 .21 .46
+Earnings per Common Share--Diluted... .07 .21 .11 .21 .46
+Dividends Declared per Common Share.. .16 .16 .16 .16 .12
+Financial Condition:
+Working Capital...................... $21,908 $22,453 $25,507 $27,111 $28,810
+Total Assets......................... 41,059 45,385 41,754 42,814 43,321
+Long-Term Debt, less Current
+Maturities.......................... 25 72 17 228 258
+17
+Item 7. Management's Discussion and Analysis of Financial Condition and
+Results of Operations
+Results of Operations
+Fiscal 2001 compared to Fiscal 2000
+The Company's sales in fiscal 2001 increased $5.6 million to $51.7 million,
+a 12% increase over fiscal 2000 sales of $46.1 million. In accordance with
+Emerging Issues Task Force (EITF) Issue No. 00-10 Accounting for Shipping and
+Handling Fees and Costs, in the fourth quarter of fiscal year 2001, the
+Company began to report amounts of shipping and handling billed to customers
+in sales. The Company had previously reported these billings as a reduction in
+costs of sales. All periods presented have been reclassified to conform to the
+current practice.
+The $5.6 million sales increase is due primarily to the sales growth for
+the QLS and Grass-Telefactor product lines as well as the incremental sales
+derived from the Telefactor acquisition, which was completed in the fourth
+quarter of the prior fiscal year. Excluding Telefactor's products, the
+Company's sales grew 5% organically in this past fiscal year. The Telefactor
+acquisition combined the life sciences products of the Company's Grass
+Instrument group together with Telefactor's neurophysiologic products into one
+product group Grass-Telefactor. This new group offers a broad range of high-
+performance products to researchers and clinical practitioners in the life
+sciences markets. Telefactor is known worldwide as the gold standard for
+video/EEG systems used for diagnostic monitoring and analysis of epilepsy. The
+Company believes that the synergies created by combining the Grass Instrument
+products together with the Telefactor products will provide greater access to
+markets in clinical instruments for EEG, sleep monitoring, epilepsy
+monitoring, neurophysiological research instruments and consumables. This
+combination will also enable the Company to expand in the high growth areas of
+ambulatory monitoring and intensive care unit and operating room monitoring.
+T&M's product line sales declined to $15.1 million down 5% from $15.9
+million from the previous year. T&M's sales declined as a result of the new
+Everest Telemetery Recorder Workstation product taking longer than anticipated
+to gain acceptance in the marketplace. While T&M's sales were down for fiscal
+year 2001, its sales have increased significantly each quarter during the
+year. T&M's fourth quarter sales were 11% higher than the same period in the
+previous fiscal year.
+QLS's product line sales increased to $18.8 million, up 11% from $17.0
+million in the prior year. The Company continues to target specific markets to
+distribute its wide range of QLS color printer systems, monochrome printer
+systems, applicator and print & apply systems. These markets include medical
+device manufacturers, tire manufacturers, financial services companies,
+private label manufacturers and packaging industries.
+Grass-Telefactor's product line sales increased to $17.8 million, up 33%
+from $13.3 million in the prior year. Excluding the impact of Telefactor sales
+Grass sales alone increased 9%. This sales growth is attributable primarily to
+the Grass Heritage(R) EEG & PSG products in the high growth sleep monitoring
+device market.
+Product sales in the domestic channels represented 73% of the Company's
+overall sales. Domestic QLS sales grew 15% over last year, and Grass-
+Telefactor's domestic sales increased 32% from the prior year. Sales of Grass
+Instruments products alone were responsible for 11% of the year over year
+increase in Grass-Telefactor. Domestically T&M's sales were down 5% from the
+previous year.
+Sales through the international channels account for 27% of the Company's
+annual sales and provided the Company with 12% sales growth in fiscal 2001.
+Telefactor's international sales accounted for 9% of the sales growth in the
+international channels. During fiscal 2001, the U.S. dollar continued to
+strengthen making the Company's products less competitve internationally;
+however, despite this fact the Company's European sales offices were able to
+increase their sales year over year on a local currency basis by approximately
+19%. This increase is attributable primarily to the increase in T&M's sales in
+France and Italy.
+18
+Gross profit increased 10% to $20.8 million in fiscal 2001 from $18.9
+million in fiscal 2000. The Company's gross profit margin declined to 40.2%
+from 40.9% primarily as a result of the Telefactor acquisition and lower
+margins on T&M products. In the third quarter of fiscal 2001, the Telefactor
+manufacturing facility in Pennsylvania was closed and the manufacturing was
+transferred to the Grass manufacturing facility in Braintree, Massachusetts.
+The combination of these two operations and the resulting workforce reduction
+will reduce manufacturing expenses annually by approximately $500,000.
+Selling, general and administrative spending rose 12% to $16.5 million from
+$14.7 million. The increase in selling, general and administrative expenses is
+attributable to the Telefactor acquisition and the increase in use of outside
+services. Selling, general and administrative expenses as a percent of sales
+remained flat at 32% this year as compared to the prior year. In February
+2001, we terminated certain Telefactor sales and administrative positions.
+This additional workforce reduction is expected to yield savings in excess of
+$500,000 annually.
+Research & development expenses rose to $4.3 million in fiscal 2001 from
+$3.4 million in fiscal 2000. The increase is a result of the additions of
+engineering personnel from Telefactor as well as salaries and product
+development related research projects. Research & development as a percentage
+of sales rose to 8.2% in this fiscal year as compared 7.3% in the prior year.
+Interest and dividend income declined in fiscal 2001 to $458,000 from
+$666,000 in fiscal 2000. The decrease is due to lower investment levels
+resulting from the Telefactor acquisition and Company's stock buyback program.
+Other expense for fiscal 2001 was $126,000 down from last fiscal year expense
+of $190,000. These expenses consist primarily of net losses on foreign
+currency exchange with our European branches. These foreign currency exchange
+losses declined as the U.S. dollar weakened.
+Income before taxes declined to $402,000 in fiscal 2001 from the previous
+fiscal year's income before taxes of $1,249,000 as result of the items noted
+above.
+Changes in the effective income tax rate from year to year are explained in
+Note 6 of Notes to Consolidated Financial Statements included elsewhere
+herein.
+Net income declined to $302,000 in fiscal 2001 down from fiscal 2000 net
+income of $937,000. Net income per share on a diluted basis was $0.07 in
+fiscal 2001 as compared with $0.21 per diluted share in fiscal 2000.
+Fiscal Year 2000 compared to Fiscal Year 1999
+The Company's sales in fiscal 2000 increased $3.9 million to $46.1 million,
+a 9% increment over fiscal 1999 sales of $42.2 million. The sales increase was
+due to growth in product demand in the Company's domestic and international
+channels as well as sales from the fourth quarter acquisition of the
+Telefactor Corporation. Telefactor sales included in the fiscal 2000 annual
+results were $1.2 million and represented less than 3% of the Company's annual
+sales revenues.
+The Grass-Telefactor product line sales increased 24% to $13.3 million in
+fiscal 2000 up from $10.7 million in fiscal 1999. Excluding the impact of the
+Telefactor acquisition Grass Instrument sales increased 14%. The QLS products
+continued their double-digit growth profile in fiscal 2000. Sales increased
+10% to $17.0 million in fiscal 2000 up from $15.4 million in fiscal 1999. The
+T&M product line sales declined 1% to $15.8 million in fiscal year 2000 down
+from $16.1 million in fiscal 1999. This decline tempered the double-digit
+decline experienced over the previous two years. T&M's products have been
+adversely affected by the decline in spending in the aerospace industry. The
+strategy to reverse this trend was to develop a state of the art interactive
+touchscreen recorder, the "Everest Telemetery Recorder Workstation," that will
+replace existing recorders and that can be adapted to other commercial
+applications.
+19
+Product sales in the domestic channels represented 73% of the Company's
+overall sales. QLS sales grew 12% over last year, and Grass-Telefactor product
+lines contributed 22% in sales growth over the prior year. Sales of Grass
+Instruments products alone were responsible for 14% of the year over year
+increase in the Grass-Telefactor product group.
+Sales through international channels accounted for 27% of the Company's
+annual sales.
+Gross profit increased 14% to $18.9 million in fiscal 2000 from $16.6
+million in fiscal 1999. The Company's gross profit margin improved to 40.9%
+from 39.3%. Fiscal 2000 yield is due to a healthy product group mix and
+improved margins in the QLS and Grass-Telefactor product groups respectively.
+Selling, general and administrative spending rose 6% to $14.7 million from
+$13.9 million. Personnel additions in Telefactor sales, marketing and
+administrative functions represents 2% of the rate increase. The balance of
+the incremental spending was confined to personnel and outside professional
+service expenses. Selling, general and administrative expenses as a percent of
+sales revenues declined to 32% from last year's 33%.
+Research & development expenses rose 14% to $3.4 million in fiscal 2000
+from $2.9 million in fiscal 1999. The spending increment is traceable to the
+additions of engineering personnel from Telefactor as well as salaries and
+product development related research projects.
+Interest and dividend income declined by 15% in fiscal 2000 to $666,000
+from $786,000 in fiscal 1999. The decrease is due to lower investment levels
+as cash has been used for the Telefactor acquisition as well as the Company's
+stock buyback program. Interest expense at $18,000 was lower in fiscal 2000 by
+18% from the prior year's $22,000. The reduction reflects the declining
+balance of the Company's capital lease obligation.
+Other expense for fiscal 2000 was $190,000, an adverse change from fiscal
+1999's other income of $113,000. The change is traceable to unfavorable
+fluctuations in the foreign currency exchange rate in our European branches
+stemming primarily from the strengthening of the U.S. dollar.
+Income before taxes rose $639,000 to $1,249,000 in fiscal year 2000 from
+the previous fiscal year's income before taxes of $610,000. The effective tax
+rate for fiscal 2000 is 25% as compared to the fiscal 1999 rate of 19%.
+Changes in the effective income tax rate from year to year are explained in
+Note 6 of Notes to Consolidated Financial Statements included elsewhere
+herein.
+Net income rose to $937,000 in fiscal 2000 from $496,000 in fiscal 1999.
+Net Income per share on a diluted share basis was $0.21 in fiscal 2000 as
+compared with $0.11 per diluted share in fiscal 1999. The Company improved its
+return on sales to 2.0% from the prior year's return of 1.1%.
+Liquidity and Capital Resources
+The Company expects to finance its future working capital needs, capital
+expenditures and acquisition requirements through internal funds. To the
+extent the Company's capital and liquidity requirements are not satisfied
+internally, the Company may utilize a $1.5 million unsecured bank line of
+credit, all of which is currently available. Borrowings under this line of
+credit bear interest at the bank's prime rate.
+The Company's Statements of Cash Flows for the three years ending January
+31, 2001, 2000 and 1999 are included on page 31. Net cash flow used by
+operating activities was $2.6 million in fiscal 2001 versus net cash flow
+provided by operating activities of $4.7 million in fiscal 2000 and $3.2
+million in fiscal 1999, respectively. The decline in net cash flow from
+operations in fiscal 2001 is attributed primarily to the timing of payments to
+vendors; increase in income tax payments and the decline in net income.
+Working capital balances at January 31, 2001 were $21.9 million, a 2%
+reduction from the $22.4 million at January 31, 2000. The composition of
+fiscal 2001 year-end working capital balance includes cash and marketable
+securities of $6.2 million as compared to $11.2 million of cash and marketable
+securities at the end of last year. The Company's cash collection cycle
+increased to 66 days sales outstanding from the prior year's 54 days.
+20
+Net cash flow provided by investing activities was $871,000 in fiscal 2001
+versus net cash flow used by investing activities of $4.2 million in fiscal
+2000 and $1.0 million in fiscal 1999. The significant change in fiscal year
+2001 can be attributed to investments being liquidated to fund the stock
+repurchase and certain capital expenditures. The significant use of cash in
+fiscal 2000 is attributed to the acquisition of Telefactor. Capital
+expenditures were $1,204,000, $975,000 and $600,000 in fiscal 2001, 2000 and
+1999, respectively.
+Net cash used by financing activities was $1.5 million in fiscal 2001, $1.4
+million in fiscal 2000 and $2.9 million in fiscal 1999, respectively. This
+category includes dividends paid to shareholders and the repurchase of the
+Company's common stock. Dividends paid for the three years ended fiscal 2001
+were $700,000, $709,000 and $744,000, respectively. The Company's annual
+dividend per share was $0.16 in all three years. In fiscal 2001, the Company
+repurchased 201,600 shares of the common stock at a cost of $807,900. In
+fiscal 2000 and 1999 the Company repurchased $451,000 and $2.0 million of its
+common stock, respectively. Since the inception of the stock buy back program
+in fiscal 1997, the Company has repurchased 867,824 shares of the its common
+stock. In January of 2001, the Board of Directors' increased the authorization
+to purchase by an additional 250,000 shares of the Company's common stock to
+take advantage of any future buying opportunities.
+The Company has a contingent obligation relating to the Telefactor
+acquisition that requires the Company to pay additional consideration to the
+sellers if certain sales amounts are achieved during the seventy-two months
+following the closing of the transaction.
+Item 7A. Quantitative and Qualitative Disclosures about Market Risk
+Foreign Exchange Risk
+The Company's financial results are affected by changes in foreign currency
+exchange rates or weak economic conditions in the foreign markets in which
+products are sold. The Company's primary currency exposures are European
+Common Currency (Euro), British Pound, and Canadian Dollar. At January 31,
+2001, the Company's investment in foreign assets was $2,935,500. An overall
+unfavorable change in foreign exchange rates of 10% would have resulted in a
+reduction in net income of $84,000 and a $136,500 reduction in shareholders'
+equity as a result of the impact on the cumulative translation adjustment.
+The Company historically has not entered into any foreign exchange
+contracts to hedge its foreign currency positions, the Company has developed a
+hedging strategy and the Company may in the future enter into these contracts
+to minimize its exposure to foreign exchange risk.
+The functional currencies of the Company's foreign affiliates are their
+respective local operating currencies, which are translated for consolidated
+financial reporting purposes into U.S. dollars.
+21
+Item 8. Financial Statements and Supplementary Data
+The consolidated financial statements required under this item are submitted
+as a separate section of this report on the pages indicated at Item 14(a)(1).
+The supplementary data regarding quarterly results of operations is set forth
+in the following table.
+QUARTERLY FINANCIAL DATA (Unaudited)
+(Dollars in Thousands, Except Per Share Amounts)
+Quarters Ended
+------------------------------------------
+April 29, July 29, October 28, January 31,
+2000 2000 2000 2001
+--------- -------- ----------- -----------
+Net Sales.......................... $12,530 $13,384 $11,881 $13,893
+Gross Profit....................... 5,170 5,403 4,233 5,986
+Net Income (Loss).................. 158 268 (698) 573
+Net Income (Loss) Per Common
+Share--Basic...................... .04 .06 (.16) .13
+Net Income (Loss) Per Common
+Share--Diluted.................... .04 .06 (.16) .13
+May 1, July 31, October 30, January 31,
+1999 1999 1999 2000
+--------- -------- ----------- -----------
+Net Sales.......................... $10,524 $11,231 $11,184 $13,204
+Gross Profit....................... 4,055 4,566 4,574 5,668
+Net Income (Loss).................. (271) 271 410 526
+Net Income (Loss) Per Common
+Share--Basic...................... (.06) .06 .09 .12
+Net Income (Loss) Per Common
+Share--Diluted.................... (.06) .06 .09 .12
+Item 9. Changes in and Disagreements with Accountants on Accounting and
+Financial Disclosure
+None.
+22
+PART III
+Item 10. Directors and Executive Officers of the Registrant
+The response to this item is incorporated by reference to the Company's
+definitive proxy statement for the 2001 annual meeting of shareholders.
+The following is a list of the names and ages of, and the positions and
+offices presently held by, all executive officers of the Company. All officers
+serve at the pleasure of the Board of Directors.
+Name Age Position
+---- --- --------
+Albert W. Ondis...... 75 Chairman, Chief Executive Officer and Director
+Everett V. Pizzuti... 64 President, Chief Operating Officer and Director
+Terence J. Jones..... 54 Senior Vice President
+Joseph P. O'Connell.. 57 Vice President and Treasurer, Chief Financial Officer
+John B. Chatten...... 73 President, Grass--Telefactor Product Group
+Elias G. Deeb........ 59 Vice President--Media Manufacturing
+Michael J. Sullivan.. 50 Vice President and Chief Technology Officer
+Stephen M. Petrarca.. 38 Vice President--Instrument Manufacturing
+Michael F. Silveira.. 35 Corporate Controller
+All of the persons named above have held the positions identified since
+January 31, 1985, except as indicated below.
+Mr. Ondis has been a Director and Chief Executive Officer since 1969. He
+was previously President and the Chief Financial Officer (Treasurer) of the
+Company from 1969 to 1985.
+Mr. Pizzuti was previously a Vice President of the Company functioning as
+Chief Operating Officer since 1971.
+Mr. Jones joined the Company in 2000. He previously held various senior
+management positions with the Avery Dennison Corporation. Most recently
+serving as Vice President of Business Development and Process Improvement at
+Fasson Roll Worldwide.
+Mr. O'Connell joined the Company in 1996. He previously held senior
+financial management positions with Cherry Tree Products Inc., IBI Corporation
+and Dennison Manufacturing Company. Mr. O'Connell is also Assistant Secretary
+of the Company.
+Mr. Chatten joined the Company in December 1999 as President of Grass-
+Telefactor Product Group. Prior to that, Mr. Chatten was founder and President
+of Telefactor Corporation which was acquired by Astro-Med in December 1999.
+Mr. Deeb has held the position identified since 1987. In 1985, he was named
+General Manager--Media Products after having been Vice President and General
+Manager since 1981 of a business sold by the Company in 1984.
+Mr. Sullivan was appointed Vice President and Chief Technology Officer in
+2000. Mr. Sullivan is an electronic engineer and has been with the Company for
+seventeen years.
+Mr. Petrarca was appointed Vice President of Instrument Manufacturing in
+November 1998. Mr. Petrarca has previously held positions as General Manager
+of Manufacturing, Manager of Grass Operations and Manager of Grass Sales. He
+has been with the Company since 1980.
+Mr. Silveira joined the Company in 2000. Mr. Silveira previously held
+financial management positions with Textron Inc., most recently serving in the
+Industrial Products, Mergers & Acquisitions group and with KPMG Peat Marwick
+LLP. Mr. Silveira is a certified public accountant.
+23
+Item 11. Executive Compensation
+The response to this item is incorporated by reference to the Company's
+definitive proxy statement for the 2001 annual meeting of shareholders.
+Item 12. Security Ownership of Certain Beneficial Owners and Management
+The response to this item is incorporated by reference to the Company's
+definitive proxy statement for the 2001 annual meeting of shareholders.
+Item 13. Certain Relationships and Related Transactions
+The response to this item is incorporated by reference to the Company's
+definitive proxy statement for the 2001 annual meeting of shareholders.
+PART IV
+Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
+(a)(1) Financial Statements:
+The following consolidated financial statements of Astro-Med, Inc. and
+subsidiaries are incorporated by reference in Item 8:
+Page
+----
+Report of Independent Public Accountants.................................. 27
+Consolidated Balance Sheets as of January 31, 2001 and 2000............... 28
+Consolidated Statements of Income--Years Ended January 31, 2001, 2000 and
+1999..................................................................... 29
+Consolidated Statements of Comprehensive Income and Changes in
+Shareholders' Equity--Years Ended January 31, 2001, 2000 and 1999........ 30
+Consolidated Statements of Cash Flows--Years Ended January 31, 2001, 2000
+and 1999................................................................. 31
+Notes to Consolidated Financial Statements................................ 32
+(a)(2) Financial Statement Schedules:
+Schedule II--Valuation and Qualifying Accounts and Reserves--
+Years Ended January 31, 2001, 2000 and 1999.............................. 40
+All other schedules for which provision is made in the applicable
+accounting regulations of the Securities and Exchange Commission are not
+required under the related instructions or are inapplicable, and therefore,
+have been omitted.
+24
+(a)(3) Exhibits:
+Exhibit
+Number
+-------
+(3A) Articles of Incorporation of the Company and all amendments thereto
+(filed as Exhibit No. 3A to the Company's report on Form 10-Q for the
+quarter ended August 1, 1992 and by this reference incorporated
+herein).
+(3B) By-laws of the Company and all amendments thereto (filed as Exhibit
+No. 3B to the Company's report on Form 10-Q for the quarter ended
+July 30, 1988 and by this reference incorporated herein).
+(4) Specimen form of common stock certificate of the Company (filed as
+Exhibit No. 4 to the Company's report on Form 10-K for the year ended
+January 31, 1985 and by this reference incorporated herein).
+(10.1) Astro-Med, Inc. 1989 Non-Qualified Stock Option Plan, as amended,
+filed as Exhibit 4.3 to Registration Statement on Form S-8,
+Registration No. 333-32317 and incorporated by reference herein. (a)
+(10.2) Astro-Med, Inc. 1989 Incentive Stock Option Plan, as amended, filed as
+Exhibit 28 to Registration Statement on Form S-8, Registration No.
+333-43700, and incorporated by reference herein. (a)
+(10.3) Astro-Med, Inc. 1993 Incentive Stock Option Plan filed as Exhibit 4.3
+to Registration Statement on Form S-8, Registration No. 333-24127,
+and incorporated by reference herein. (a)
+(10.4) Astro-Med, Inc. Non-Employee Director Stock Option Plan filed as
+Exhibit 4.3 to Registration Statement on Form S-8, Registration No.
+333-24123, and incorporated by reference herein. (a)
+(10.5) Astro-Med, Inc. 1997 Incentive Stock Option Plan, as amended, filed as
+Exhibit 4.3 to Registration Statements on Form S-8, Registration Nos.
+333-32315, 333-93565 and 333-44414, and incorporated by reference
+herein. (a)
+(10.6) Astro-Med, Inc. 1998 Non-Qualified Stock Option Plan, filed as Exhibit
+4.3 to Registration Statement on Form S-8, Registration No. 333-
+62431, and incorporated by reference herein.
+(10.7) Employment Agreement between Astro-Med, Inc. and John B. Chatten dated
+as of December 14, 1999, filed as Exhibit 4.3 to Registration
+Statement on Form S-8, Registration No. 333-62431, and incorporated
+by reference herein. (a)
+(21) List of Subsidiaries of the Company. See page 27.
+(23) Consent of Independent Public Accountants. See page 27.
+--------
+(a) Management contract or compensatory plan or arrangement.
+(b) Reports on Form 8-K:
+None
+25
+SIGNATURES
+Pursuant to the requirements of Section 13 or 15(d) 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)
+/s/ Albert W. Ondis
+By __________________________________
+(Albert W. Ondis, Chairman)
+Date: April 17, 2001
+Pursuant to the requirements of the Securities Exchange Act of 1934, this
+report has been signed below by the following persons on behalf of the
+registrant and in the capacities and on the date indicated.
+Name Title Date
+---- ----- ----
+/s/ Albert W. Ondis Chairman and Director April 17, 2001
+_____________________________________ (Principal Executive
+Albert W. Ondis Officer)
+/s/ Everett V. Pizzuti Director President and April 17, 2001
+____________________________________ (Principal Operating
+Everett V. Pizzuti Officer)
+/s/ Joseph P. O'Connell Vice President and April 17, 2001
+____________________________________ Treasurer (Principal
+Joseph P. O'Connell Financial Officer)
+/s/ Michael F. Silveira Controller (Principal April 17, 2001
+____________________________________ Accounting Officer)
+Michael F. Silveira
+/s/ Jacques V. Hopkins Director April 17, 2001
+_____________________________________
+Jacques V. Hopkins
+26
+EXHIBIT 21
+LIST OF SUBSIDIARIES OF THE COMPANY
+Name Jurisdiction of Organization
+---- ----------------------------
+AWO, Inc. Delaware
+Astro-Med International Inc. Barbados
+Astro-Med SRL Italy
+Astro-Med GMBH Germany
+EXHIBIT 23
+CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
+As independent public accountants, we hereby consent to the incorporation
+of our report dated March 16, 2001, included in this Form 10-K, into the
+Company's previously filed Registration Statements on Form S-8: File No. 2-
+21081 pertaining to the Astro-Med, Inc. Employee Stock Purchase Plan, File No.
+33-43700 pertaining to the Astro-Med, Inc. 1989 Incentive Stock Option Plan,
+File No. 333-24127 pertaining to the Astro-Med, Inc. 1993 Incentive Stock
+Option Plan. File Nos. 333-32315, 333-93565 and 333-44414 pertaining to the
+Astro-Med, Inc. 1997 Incentive Stock Option Plan. File No. 333-32317
+pertaining to the 1989 Astro-Med, Inc. Non-Qualified Stock Option Plan as
+amended May 28, 1991, File No. 333-62431 pertaining to the 1998 Astro-Med,
+Inc. Non-Qualified Stock Option Plan and File No. 333-24123 pertaining to the
+Astro-Med, Inc. Non-Employee Director Stock Option Plan. It should be noted
+that we have not audited any financial statements of the Company subsequent to
+January 31, 2001 or performed any audit procedures subsequent to the date of
+our report.
+ARTHUR ANDERSEN LLP
+Boston, Massachusetts
+April 17, 2001
+REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
+To the Shareholders of Astro-Med, Inc.:
+We have audited the accompanying consolidated balance sheets of Astro-Med,
+Inc. and subsidiaries as of January 31, 2001 and 2000, and the related
+consolidated statements of income, comprehensive income and changes in
+shareholders' equity and cash flows for each of the three years in the period
+ended January 31, 2001. These financial statements are the responsibility of
+the Company's management. Our responsibility is to express an opinion on these
+financial statements based on our audits.
+We conducted our audits in accordance with auditing standards generally
+accepted in the United States. Those standards require that we plan and
+perform the audit to obtain reasonable assurance about whether the financial
+statements are free of material misstatement. An audit includes examining, on
+a test basis, evidence supporting the amounts and disclosures in the financial
+statements. An audit also includes assessing the accounting principles used
+and significant estimates made by management, as well as evaluating the
+overall financial statement presentation. We believe that our audits provide a
+reasonable basis for our opinion.
+In our opinion, the financial statements referred to above present fairly,
+in all material respects, the financial position of Astro-Med, Inc. and
+subsidiaries as of January 31, 2001 and 2000, and the results of their
+operations and cash flows for each of the three years in the period ended
+January 31, 2001, in conformity with accounting principles generally accepted
+in the United States.
+Our audits were made for the purpose of forming an opinion on the basic
+financial statements taken as a whole. The schedule listed in the index at
+Item 14(a)(2) is presented for purposes of complying with the Securities and
+Exchange Commission's rules and is not part of the basic financial statements.
+This schedule has been subjected to the auditing procedures applied in the
+audits of the basic financial statements and, in our opinion, fairly states in
+all material respects the financial data required to be set forth therein in
+relation to the basic financial statements taken as a whole.
+ARTHUR ANDERSEN LLP
+Boston, Massachusetts
+March 16, 2001
+27
+ASTRO-MED, INC.
+CONSOLIDATED BALANCE SHEETS
+As of January 31, 2001 and 2000
+2001 2000
+------------ ------------
+ASSETS
+------
+CURRENT ASSETS
+Cash and Cash Equivalents........................ $ 806,069 $ 4,035,867
+Securities Available for Sale.................... 5,362,523 7,211,921
+Accounts Receivable, less reserves of $467,882
+and $405,783, respectively...................... 10,663,624 9,270,814
+Inventories...................................... 10,782,425 10,821,521
+Prepaid Expenses and Other Current Assets........ 2,038,227 1,926,111
+------------ ------------
+Total Current Assets........................... 29,652,868 33,266,234
+PROPERTY, PLANT AND EQUIPMENT
+Land and Improvements............................ 398,191 398,191
+Buildings and Improvements....................... 7,236,148 7,087,520
+Machinery and Equipment.......................... 14,912,966 13,616,612
+------------ ------------
+22,547,305 21,102,323
+Less Accumulated Depreciation.................... (14,259,992) (12,874,889)
+------------ ------------
+8,287,313 8,227,434
+OTHER ASSETS
+Goodwill, net.................................... 2,465,494 3,153,371
+Amounts Due from Officers........................ 480,314 480,314
+Other............................................ 172,941 257,178
+------------ ------------
+3,118,749 3,890,863
+------------ ------------
+$ 41,058,930 $ 45,384,531
+============ ============
+LIABILITIES AND SHAREHOLDERS' EQUITY
+------------------------------------
+CURRENT LIABILITIES
+Accounts Payable................................. $ 3,711,248 $ 6,379,792
+Accrued Compensation............................. 1,974,223 1,710,622
+Accrued Expenses................................. 1,916,597 2,324,593
+Income Taxes Payable............................. 96,058 337,979
+Current Maturities of Long-Term Debt............. 46,832 60,452
+------------ ------------
+Total Current Liabilities...................... 7,744,958 10,813,438
+LONG-TERM DEBT, Less Current Maturities............ 24,755 71,588
+DEFERRED INCOME TAXES.............................. 996,157 1,278,921
+SHAREHOLDERS' EQUITY
+Preferred Stock, $10 Par Value, Authorized
+100,000 Shares, Issued None..................... -- --
+Common Stock, $0.05 Par Value, Authorized
+13,000,000 Shares, Issued 5,160,780 and
+5,148,035, respectively......................... 258,039 257,402
+Additional Paid-in Capital....................... 5,706,870 5,647,791
+Retained Earnings................................ 32,667,859 33,065,454
+Treasury Stock, at Cost, 930,895 and 729,295
+Shares, respectively............................ (6,076,003) (5,268,103)
+Accumulated Other Comprehensive Loss............. (263,705) (481,960)
+------------ ------------
+32,293,060 33,220,584
+------------ ------------
+$ 41,058,930 $ 45,384,531
+============ ============
+The accompanying notes are an integral part of these financial statements.
+28
+ASTRO-MED, INC.
+CONSOLIDATED STATEMENTS OF INCOME
+Years Ended January 31, 2001, 2000 and 1999
+2001 2000 1999
+----------- ----------- -----------
+Net Sales.............................. $51,687,763 $46,143,206 $42,166,185
+Cost of Sales.......................... 30,895,584 27,280,835 25,586,919
+----------- ----------- -----------
+Gross Profit........................... 20,792,179 18,862,371 16,579,266
+Costs and Expenses:
+Selling, General and Administrative.. 16,455,696 14,717,092 13,907,389
+Research and Development............. 4,255,434 3,353,883 2,938,820
+----------- ----------- -----------
+20,711,130 18,070,975 16,846,209
+----------- ----------- -----------
+Operating Income (Loss)................ 81,049 791,396 (266,943)
+Other Income (Expense):
+Interest and Dividend Income......... 458,191 665,687 786,084
+Interest Expense..................... (11,051) (18,239) (22,197)
+Other, net........................... (125,700) (189,987) 112,721
+----------- ----------- -----------
+321,440 457,461 876,608
+----------- ----------- -----------
+Income before Income Taxes............. 402,489 1,248,857 609,665
+Provision for Income Taxes............. 100,000 312,214 114,000
+----------- ----------- -----------
+Net Income............................. $ 302,489 $ 936,643 $ 495,665
+=========== =========== ===========
+Net Income Per Common Share--Basic..... $ 0.07 $ 0.21 $ 0.11
+=========== =========== ===========
+Net Income Per Common Share--Diluted... $ 0.07 $ 0.21 $ 0.11
+=========== =========== ===========
+Weighted Average Number of Common
+Shares Outstanding--Basic............. 4,386,852 4,434,108 4,651,711
+=========== =========== ===========
+Weighted Average Number of Common
+Shares Outstanding--Diluted........... 4,407,632 4,475,371 4,679,398
+=========== =========== ===========
+Dividends Declared Per Common Share.... $ 0.16 $ 0.16 $ 0.16
+=========== =========== ===========
+The accompanying notes are an integral part of these financial statements.
+29
+ASTRO-MED, INC.
+CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND CHANGES IN SHAREHOLDERS'
+EQUITY
+Years Ended January 31, 2001, 2000 and 1999
+2001 2000 1999
+----------- ----------- -----------
+Comprehensive Income
+Net Income.............................. $ 302,489 $ 936,643 $ 495,665
+Other Comprehensive Income, Net
+Foreign currency translation
+adjustments.......................... (52,303) (34,865) 18,681
+Unrealized gain (loss) on securities
+available for sale................... 270,558 (301,872) 6,193
+----------- ----------- -----------
+Other comprehensive income (loss), net.. 218,255 (336,737) 24,874
+----------- ----------- -----------
+Comprehensive Income.................... $ 520,744 $ 599,906 $ 520,539
+=========== =========== ===========
+Shareholders' Equity
+Common Stock, $0.05 Par Value:
+Balance at beginning of year.......... $ 257,402 $ 257,176 $ 257,023
+Net proceeds from issuance of Company
+common stock (Note 5)................ 637 226 153
+----------- ----------- -----------
+Balance at end of year................ 258,039 257,402 257,176
+----------- ----------- -----------
+Additional Paid-In Capital:
+Balance at beginning of year.......... 5,647,791 5,641,317 5,649,101
+Net proceeds from issuance of Company
+common stock (Note 5)................ 59,079 23,714 18,498
+Net cost of shares issued to Employee
+Stock Ownership Plan (Note 5)........ -- (17,240) (26,282)
+----------- ----------- -----------
+Balance at end of year................ 5,706,870 5,647,791 5,641,317
+----------- ----------- -----------
+Retained Earnings:
+Balance at beginning of year.......... 33,065,454 32,837,880 33,085,917
+Net income............................ 302,489 936,643 495,665
+Dividends paid........................ (700,084) (709,069) (743,702)
+----------- ----------- -----------
+Balance at end of year................ 32,667,859 33,065,454 32,837,880
+----------- ----------- -----------
+Treasury Stock:
+Balance at beginning of year.......... (5,268,103) (4,889,343) (3,062,945)
+Purchases of Company common stock
+(Note 5)............................. (807,900) (451,000) (1,954,680)
+Net cost of shares issued to Employee
+Stock Ownership Plan (Note 5)........ -- 72,240 128,282
+----------- ----------- -----------
+Balance at end of year................ (6,076,003) (5,268,103) (4,889,343)
+----------- ----------- -----------
+Accumulated Other Comprehensive Loss:
+Balance at beginning of year.......... (481,960) (145,223) (170,097)
+Other comprehensive income (loss),
+net.................................. 218,255 (336,737) 24,874
+----------- ----------- -----------
+Balance at end of year................ (263,705) (481,960) (145,223)
+----------- ----------- -----------
+Total Shareholders' Equity.......... $32,293,060 $33,220,584 $33,701,807
+=========== =========== ===========
+The accompanying notes are an integral part of these financial statements.
+30
+ASTRO-MED, INC.
+CONSOLIDATED STATEMENTS OF CASH FLOWS
+Years Ended January 31, 2001, 2000 and 1999
+2001 2000 1999
+----------- ----------- ------------
+Cash Flows from Operating Activities:
+Net Income........................... $ 302,489 $ 936,643 $ 495,665
+Adjustments to Reconcile Net Income
+to Net Cash Provided (Used) By
+Operating Activities:
+Depreciation and Amortization...... 1,774,764 1,355,513 1,234,048
+Loss on Sale of Assets............. -- 3,017 --
+Deferred Income Taxes.............. (182,410) (212,951) (436,425)
+Other.............................. 258,807 76,674 (1,721)
+Changes in Assets and Liabilities:
+Accounts Receivable.............. (1,392,810) (986,656) 119,258
+Inventories...................... (419,461) (439,547) 1,836
+Other............................ 133,010 371,381 185,749
+Accounts Payable and Accrued
+Expenses........................ (2,563,107) 3,484,198 1,126,787
+Income Taxes Payable............. (503,166) 106,342 448,261
+----------- ----------- ------------
+Total Adjustments.............. 2,894,373 3,757,971 2,677,793
+----------- ----------- ------------
+Net Cash (Used) Provided by
+Operating Activities.............. (2,591,884) 4,694,614 3,173,458
+Cash Flows from Investing Activities:
+Proceeds from Sales of Securities
+Available for Sale.................. 5,170,695 3,838,473 10,153,724
+Purchases of Securities Available for
+Sale................................ (3,321,296) (3,446,395) (10,582,545)
+Proceeds from Sales of Assets........ -- 2,800 --
+Escrow Returned (Payment) for
+Acquisition......................... 225,000 (3,657,098) --
+Additions to Property, Plant and
+Equipment........................... (1,203,592) (975,113) (600,395)
+----------- ----------- ------------
+Net Cash Provided (Used) by
+Investing Activities.............. 870,807 (4,237,333) (1,029,216)
+Cash Flows from Financing Activities:
+Payments of Debt..................... -- (75,000) (50,000)
+Principal Payments on Capital
+Leases.............................. (60,453) (156,574) (127,774)
+Proceeds from Common Shares Issued
+Under Employee Benefit Plans........ 59,716 23,940 18,651
+Purchases of Treasury Stock.......... (807,900) (451,000) (1,954,680)
+Dividends Paid....................... (700,084) (709,069) (743,702)
+----------- ----------- ------------
+Net Cash Used by Financing
+Activities........................ (1,508,721) (1,367,703) (2,857,505)
+----------- ----------- ------------
+Net Decrease in Cash and Cash
+Equivalents........................... (3,229,798) (910,422) (713,263)
+Cash and Cash Equivalents, Beginning of
+Year.................................. 4,035,867 4,946,289 5,659,552
+----------- ----------- ------------
+Cash and Cash Equivalents, End of
+Year.................................. $ 806,069 $ 4,035,867 $ 4,946,289
+=========== =========== ============
+Supplemental Information:
+Cash Paid During the Period for:
+Interest........................... $ 11,104 $ 17,504 $ 24,072
+Income Taxes....................... $ 746,000 $ 406,182 $ 257,889
+The accompanying notes are an integral part of these financial statements.
+31
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+January 31, 2001
+Note 1--Summary of Significant Accounting Policies
+Principles of Consolidation: The consolidated financial statements include
+the accounts of Astro-Med, Inc. (the Company) and its subsidiaries. All
+material intercompany accounts and transactions are eliminated in
+consolidation. Certain prior year balances have been reclassified to conform
+to the current year reporting format.
+Cash and Cash Equivalents: Highly liquid investments with an original
+maturity of three months or less at date of acquisition are considered to be
+cash equivalents when purchased as part of the Company's cash management
+activities. Similar investments with original maturities beyond three months
+are classified as securities available for sale.
+Securities Available for Sale: Securities available for sale are carried at
+market value based on quoted market prices. The difference between cost and
+market value, net of related tax effects, is recorded as a component of
+accumulated other comprehensive income of shareholders' equity.
+Property, Plant and Equipment: Property, plant and equipment are stated at
+cost. Depreciation is provided on the straight-line basis over the estimated
+useful lives of the assets (land improvements--10 to 20 years; buildings and
+improvements--10 to 45 years; machinery and equipment--3 to 10 years).
+Included in property, plant and equipment is $251,600 of construction in
+progress at January 31, 2001.
+Amortization of Intangibles: Goodwill from the acquisition of Telefactor is
+being amortized over 15 years. All other goodwill is amortized on the
+straight-line method over 40 years. Accumulated amortization amounted to
+$721,947 and $552,577 as of January 31, 2001 and 2000, respectively. At each
+balance sheet date, in accordance with SFAS No. 121, Accounting for the
+Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,
+the Company evaluates the carrying value of Long-Lived Assets. The Company
+believes that no material impairment exists at January 31, 2001.
+Derivative Instruments and Hedging: The Financial Accounting Standards
+Board issued SFAS No. 133, Accounting for Derivative Instruments and Hedging
+Activities, which was amended by SFAS No. 137, Accounting for Derivative
+Instruments and Hedging Activities--Deferral of the Effective Date of SFAS No.
+133, in June 1999 which was then amended in June 2000 by SFAS No. 138
+Accounting for Certain Derivative Instruments and Certain Hedging Activities--
+an Amendment to SFAS No. 133 (combined SFAS No. 133). SFAS No. 133 is now
+effective for all fiscal quarters of all fiscal years beginning after June 15,
+2000. The statement requires companies to record derivatives on the balance
+sheet as assets or liabilities, measured at fair value. Gains or losses
+resulting from changes in the values of those derivatives would be accounted
+for depending on the use of the derivative and whether it qualifies for hedge
+accounting. The adoption of this statement is not expected to have a material
+impact on the Company's results of operations or financial position.
+Revenue Recognition: Revenue is recognized when products or services are
+performed and the risk and rewards of ownership have been transferred. The
+Securities and Exchange Commission required companies to adopt Staff
+Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements
+in the fourth quarter of fiscal 2001. This SAB provides additional guidance on
+the accounting for revenue recognition, including broad conceptual discussions
+as well as certain industry--specific guidance. The adoption of this SAB did
+not have a material impact on the Company's financial position or quarterly or
+annual results of operations.
+In July 2000, the Emerging Issues Task Force, a body of the Financial
+Accounting Standards Board, reached a consensus on Issue No. 00-10, Accounting
+for Shipping and Handling Fees and Costs. The consensus requires companies to
+start reporting amounts billed to customers in a sales transaction related to
+shipping and handling as revenue in the fourth quarter of fiscal year 2001.
+The Company previously reported these amounts
+32
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
+as a reduction of cost of goods sold. All periods presented have been
+reclassified to conform to the current practice. The amounts reclassed were
+$650,295, $574,460 and $604,685, respectively for the three years ending
+January 31, 2001.
+Foreign Currency: The financial statements of foreign subsidiaries are
+measured using the local currency as the functional currency. The Company
+translates foreign currency denominated assets and liabilities into U.S.
+dollars at year-end exchange rates with the translation adjustment reported as
+a separate component of shareholders' equity. Revenues and expenses are
+translated at average exchange rates during the year.
+Income Taxes: The Company accounts for income taxes in accordance with
+Statement of Financial Accounting Standard (SFAS) No. 109, Accounting for
+Income Taxes. This SFAS requires that deferred income taxes be determined
+based on estimated future tax effects of differences between the tax and book
+bases of assets and liabilities considering the provisions of enacted tax
+laws.
+Earnings Per Common Share: Earnings per common share have been computed and
+presented pursuant to the provisions of Statement of Financial Accounting
+Standards No. 128 (SFAS 128), Earnings per Share. 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 potential common shares for stock options outstanding during the
+period using the treasury stock method. In accordance with SFAS 128, options
+to purchase 1,093,825, 600,325 and 653,500 shares of common stock were
+outstanding during fiscal 2001, 2000 and 1999, respectively, but were not
+included in the computation of diluted EPS because the options' exercise price
+was greater than the average market price of the common shares.
+2001 2000 1999
+--------- --------- ---------
+Weighted Average Common Shares Outstanding--
+Basic....................................... 4,386,852 4,434,108 4,651,711
+Dilutive Effect of Options Outstanding....... 20,780 41,263 27,687
+--------- --------- ---------
+Weighted Average Common Shares Outstanding--
+Diluted..................................... 4,407,632 4,475,371 4,679,398
+Use of Estimates: The presentation of financial statements in conformity
+with generally accepted accounting principles requires management to make
+estimates and assumptions that affect these financial statements and
+accompanying notes. Some of the more significant estimates include the
+allowance for doubtful accounts, inventory valuation 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.
+Fair Value of Financial Instruments: The Company's financial instruments
+consist mainly of cash and cash equivalents, accounts receivable, accounts
+payable and long-term debt. The carrying amounts of these financial
+instruments as of January 31, 2001 approximate fair value.
+33
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
+Note 2--Securities Available for Sale
+Securities available for sale include corporate and governmental
+obligations with various contractual or anticipated maturity dates.
+Governmental obligations include U.S. Government, State, Municipal and Federal
+Agencies securities. The market value, amortized cost and gross unrealized
+gains and losses of the securities are as follows:
+Gross Gross
+Market Unrealized Unrealized Amortized
+Value Gains Losses Cost
+---------- ---------- ---------- ----------
+January 31, 2001
+Corporate........................ $1,486,495 $12,801 ($ 11,239) $1,478,933
+Governmental..................... 3,876,028 17,063 ( 22,014) 3,880,979
+---------- ------- --------- ----------
+$5,362,523 $29,864 ($ 33,253) $5,365,912
+========== ======= ========= ==========
+January 31, 2000
+Corporate........................ $2,179,794 $ -- ($ 77,194) $2,256,988
+Governmental..................... 5,032,127 3,389 ( 200,142) 5,228,880
+---------- ------- --------- ----------
+$7,211,921 $ 3,389 ($277,336) $7,485,868
+========== ======= ========= ==========
+The cost of securities available for sale that were sold was based on
+specific identification in determining realized gains or losses included in
+the accompanying consolidated statements of income.
+The expected maturity dates of these securities are as follows: Less than
+one year--$881,971; One to Five Years--$2,848,009; Six to Ten Years--
+$1,125,696 and greater than Ten Years--$506,847. Actual maturities may differ
+as a result of sales or earlier issuer redemptions.
+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:
+January 31,
+-----------------------
+2001 2000
+----------- -----------
+Materials and Supplies............................ $ 5,921,934 $ 5,835,050
+Work-in-Progress.................................. 1,282,466 1,557,734
+Finished Goods.................................... 3,578,025 3,428,737
+----------- -----------
+$10,782,425 $10,821,521
+=========== ===========
+Note 4--Long-Term Debt
+Long-term debt consisted of the following:
+January 31,
+-----------------------
+2001 2000
+----------- -----------
+Capital Lease Obligations......................... $ 71,587 $ 132,040
+Less Current Maturities........................... 46,832 60,452
+----------- -----------
+$ 24,755 $ 71,588
+=========== ===========
+34
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
+The amounts of long-term debt as of January 31, 2001 are scheduled to
+mature as follows: $46,832 in fiscal 2002 and $24,755 in fiscal 2003.
+Note 5--Shareholders' Equity
+Common Stock: The Company's Board of Directors has authorized the purchase
+of up to an additional 250,000 shares of the Company's common stock on the
+open market. The Company repurchased 201,600, 77,000 and 323,400 shares, of
+its common stock in fiscal 2001, 2000 and 1999, respectively.
+The Company maintains the following benefit plans involving the Company's
+common stock:
+Stock Option Plans: As of January 31, 2001, the Company has two incentive
+stock option plans and one non-qualified stock option plan under which options
+may be granted to officers and key employees. Options vest over various
+periods that range from six months to five years. Options for an aggregate of
+1,500,000 shares may be granted under the incentive stock option plans at
+option prices of not less than fair market value at the date of grant. Options
+for an aggregate of 400,000 shares may be granted under the non-qualified plan
+at option prices of not less than 50% of fair market value at the date of
+grant.
+In addition, the Company has a Non-Employee Director Stock Option Plan
+under which each non-employee director automatically receives an annual grant
+of options to acquire 1,000 shares of common stock. The options are granted as
+of the first business day of January of each year at an option price equal to
+the fair market value at the date of grant. Options for a total of 30,000
+shares may be granted under the plan.
+Summarized option data for all plans is as follows:
+Option Weighted Average
+Number Price Per Option Price Per
+of Shares Share Share
+--------- ----------- ----------------
+Outstanding Options,
+January 31, 1998....... 620,850 $3.33-14.30 $8.79
+Options Granted......... 216,500 6.13- 8.13 7.92
+Options Expired......... (56,250) 3.33-14.30 9.25
+---------
+Options Outstanding,
+January 31, 1999....... 781,100 3.33-13.00 8.51
+Options Granted......... 253,700 4.94- 6.25 5.22
+Options Exercised....... (1,000) 4.94 4.94
+Options Expired......... (158,325) 4.94-11.29 8.93
+---------
+Options Outstanding,
+January 31, 2000....... 875,475 3.33-13.00 7.49
+Options Granted......... 568,500 3.75- 7.50 6.90
+Options Exercised....... (9,500) 3.33- 4.94 4.77
+Options Expired......... (100,025) 3.33-10.25 6.93
+---------
+Options Outstanding,
+January 31, 2001....... 1,334,450 $3.33-13.00 7.30
+---------
+Options Exercisable,
+January 31, 2001....... 1,198,450 $3.33-13.00 7.40
+---------
+Options Exercisable,
+January 31, 2000....... 780,675 $3.33-13.00 7.46
+=========
+35
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
+Set forth below is a summary of options outstanding at January 31, 2001:
+Outstanding Exercisable
+----------------------------------------------------- --------------------------
+Range of
+Exercise Weighted Average Remaining Weighted Average
+prices Options Exercise Price Contractual Life Options Exercise Price
+-------- ------- ---------------- ---------------- ------- ----------------
+$3.33-$
+5.00 240,625 $ 4.82 9 yrs. 235,625 $ 4.84
+$5.50-$
+8.25 751,950 7.11 9 yrs. 642,950 7.37
+$8.31-$
+8.50 209,000 8.41 6 yrs. 209,000 8.41
+$9.25-
+$13.00 132,875 11.11 3 yrs. 110,875 11.11
+--------- ---------
+1,334,450 1,198,450
+At January 31, 2001, options covering 794,300 shares under the incentive
+plans, 124,000 shares under the non-qualified plan and 12,000 shares under the
+Non-Employee Director Stock Option Plan were available for future grant.
+As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation,"
+the Company accounts for its stock-based compensation in accordance with APB
+No. 25 "Accounting for Stock Issued to Employees". Had compensation cost for
+the Company's stock-based compensation plans been determined based on the fair
+value at the grant dates consistent with the method set forth under SFAS No.
+123, the Company's net income and net income per share would have been reduced
+to the pro forma amounts indicated below:
+January 31
+----------------------------
+2001 2000 1999
+--------- -------- --------
+Net Income (Loss)
+As reported............................... $ 302,489 $936,643 $495,665
+Pro forma................................. $(659,956) $599,322 $(42,914)
+Net Income per share
+As reported............................... $ 0.07 $ 0.21 $ 0.11
+Pro forma, Basic.......................... $ (0.15) $ 0.14 $ (0.01)
+Pro forma, Diluted........................ $ (0.15) $ 0.13 $ (0.01)
+The fair value of each option granted was estimated on the grant date using
+the Black-Scholes option-pricing model with the following weighted average
+assumptions: The weighted average grant date fair value of options granted
+during fiscal 2001, 2000 and 1999 was $2.22, $1.60 and $2.43, respectively.
+Years Ended January 31,
+-------------------------
+2001 2000 1999
+------- ------- -------
+Risk-free interest rate......................... 6.25% 5.5% 4.8%
+Expected life (years)........................... 5 5 5
+Expected volatility............................. 36.0% 35.5% 35.4%
+Expected dividend yield......................... 2.9% 2.8% 2.4%
+36
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
+Employee Stock Purchase Plan: The Company has an Employee Stock Purchase
+Plan allowing eligible employees to purchase shares of common stock at a 10%
+discount from fair market value on the date of purchase. A total of 180,000
+shares was initially reserved for issuance under the Plan. Summarized Plan
+activity is as follows:
+Years Ended January 31,
+--------------------------------
+2001 2000 1999
+--------- ---------- ---------
+Shares Reserved, Beginning............... 94,920 98,426 101,507
+Shares Purchased......................... (3,245) (3,506) (3,081)
+--------- ---------- ---------
+Shares Reserved, Ending.................. 91,675 94,920 98,426
+========= ========== =========
+Employee Stock Ownership Plan: The Company has an Employee Stock Ownership
+Plan providing retirement benefits to all eligible employees. Annual
+contributions in amounts determined by the Company's Board of Directors are
+invested by the Plan's Trustees in shares of common stock of the Company.
+Contributions may be in cash or stock. The Company's contributions paid or
+accrued amounted to $130,000 in fiscal 2001, 2000 and 1999.
+Note 6--Income Taxes
+The components of domestic and foreign income (loss) before the provision
+for income taxes are as follows:
+Years Ended January 31,
+--------------------------------
+2001 2000 1999
+--------- ---------- ---------
+Domestic................................. $ (6,989) $1,021,075 $ 530,751
+Foreign.................................. 409,478 227,782 78,914
+--------- ---------- ---------
+Total.................................. $ 402,489 $1,248,857 $ 609,665
+========= ========== =========
+The components of the provision for income taxes were as follows:
+Years Ended January 31,
+--------------------------------
+2001 2000 1999
+--------- ---------- ---------
+Current:
+Federal................................ $ 194,810 $ 387,820 $ 206,747
+State.................................. (6,600) 53,842 8,687
+Foreign................................ 94,200 57,000 28,000
+--------- ---------- ---------
+282,410 498,662 243,434
+--------- ---------- ---------
+Deferred:
+Federal................................ (160,598) (164,143) (106,518)
+State.................................. (21,812) (22,305) (22,916)
+--------- ---------- ---------
+(182,410) (186,448) (129,434)
+--------- ---------- ---------
+$ 100,000 $ 312,214 $ 114,000
+========= ========== =========
+37
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
+The provision for income taxes differs from the amount computed by applying
+the statutory federal income tax rate (34%) to income before income taxes, due
+to the following:
+Years Ended January 31,
+----------------------------
+2001 2000 1999
+-------- -------- --------
+Income Tax Provision at Statutory Rate..... $136,846 $424,611 $207,269
+State Taxes, Net of Federal Income Tax
+Benefits.................................. (18,763) 57,697 (9,391)
+Nontaxable Interest Income................. (17,625) (19,219) (34,083)
+Amortization of Intangibles................ 12,342 (24,663) (61,669)
+Utilization of Net Operating Loss
+Carryforward.............................. -- (92,048) (117,580)
+Research and Development Tax Credits....... -- (133,000) --
+Other, Net................................. (12,800) 98,836 129,454
+-------- -------- --------
+$100,000 $312,214 $114,000
+======== ======== ========
+The tax effects of temporary differences and carryforwards which gave rise
+to significant portions of deferred tax assets and liabilities in the
+accompanying consolidated balance sheets were as follows:
+January 31,
+----------------------
+2001 2000
+---------- ----------
+Deferred Tax Assets:
+Reserves and Accruals Not Yet Deducted for Tax
+Purposes........................................ $1,319,618 $1,216,529
+Unrealized Foreign Currency Losses............... 66,950 28,965
+Net Operating Loss Carryforwards................. 94,485 72,845
+Other............................................ 398,448 344,672
+Valuation Allowance.............................. (94,485) (72,845)
+---------- ----------
+1,785,016 1,590,166
+Deferred Tax Liabilities:
+Accumulated Tax Depreciation in Excess of Book
+Depreciation.................................... 580,915 563,578
+Other............................................ 46,480 51,310
+---------- ----------
+627,395 614,888
+---------- ----------
+Net Deferred Tax Assets............................ $1,157,621 $ 975,278
+========== ==========
+At January 31, 2001, the valuation allowance relates to the Company's
+wholly owned subsidiary, Astro-Med GMBH and Astro-Med SRL, net operating loss
+carryforward (NOL) of approximately $244,779 which can be carryforward
+indefinitely. The future tax benefits of this NOL is uncertain because it is
+limited to future annual taxable income of the subsidiary.
+Note 7--Leases
+There are both capital and operating lease commitments for the Company's
+facilities and certain machinery and equipment. Following is an analysis of
+assets which are under capital leases.
+January 31,
+-----------------
+2001 2000
+-------- --------
+Machinery and Equipment............................... $176,020 $382,598
+Less: Accumulated Amortization........................ 88,008 219,322
+-------- --------
+$ 88,012 $163,276
+======== ========
+38
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
+Minimum lease payments under noncancellable leases at January 31, 2001 were
+as follows:
+Year Ending Capital Operating
+January 31, Lease Leases
+----------- -------- ---------
+2002.................................................... $ 50,594 $293,754
+2003.................................................... 25,296 124,933
+2004.................................................... -- 47,764
+2005.................................................... -- 40,602
+2006 and Thereafter..................................... -- 35,218
+-------- --------
+Net Minimum Lease Payments.............................. 75,890 $542,271
+-------- --------
+Less Amount Representing Interest....................... 4,303
+--------
+Current Value of Net Minimum Lease Payments............. $ 71,587
+========
+Note 8--Operations, Geographical Information, and Product Information
+The Company's operations consist of the design, development, manufacture
+and sale of specialty data recorder and acquisition systems, label printing
+and applicator systems, neurophysiological instrumentation systems, and
+consumable printer supplies. The Company organizes and manages its business as
+a portfolio of products and services designed around a common theme of data
+acquisition and information output. The Company's operations are aggregated
+into a single reporting segment based on similarities in the nature of its
+products and services, the products' economic characteristics, production
+processes, and methods of distribution. Business is conducted primarily in the
+United States and through foreign affiliates in Canada and Europe.
+Substantially all manufacturing activities are conducted in the United States.
+Sales and service activities outside the United States are conducted
+primarily through wholly-owned entities and, to a lesser extent, through
+authorized distributors and agents. Transfer prices are intended to produce
+gross profit margins commensurate with the sales and service effort associated
+with the product sold. Certain information on a geographic basis for fiscal
+2001, 2000 and 1999 is set forth below.
+2001 2000 1999
+----------- ----------- -----------
+Geographical Information
+Revenues:
+United States.......................... $48,730,676 $43,140,724 $39,278,252
+Foreign Branches....................... 8,680,464 7,967,070 7,689,047
+Transfers among geographical areas..... (5,723,377) (4,964,588) (4,801,114)
+----------- ----------- -----------
+$51,687,763 $46,143,206 $42,166,185
+=========== =========== ===========
+Long-lived Assets:
+United States.......................... $ 7,574,237 $ 7,514,389 $ 6,787,325
+Foreign Branches....................... 713,076 713,045 442,350
+----------- ----------- -----------
+$ 8,287,313 $ 8,227,434 $ 7,229,675
+=========== =========== ===========
+39
+ASTRO-MED, INC.
+NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
+Export Revenues Included in United States Revenues Above:
+Asia..................................... $ 1,516,000 $ 1,215,000 $ 904,000
+Other Europe............................. 1,408,000 1,284,000 729,000
+Central and South America................ 1,337,000 1,294,000 1,010,000
+Australia and New Zealand................ 380,000 382,000 437,000
+Other.................................... 553,000 351,000 255,000
+----------- ----------- -----------
+$ 5,194,000 $ 4,526,000 $ 3,335,000
+=========== =========== ===========
+Product Information
+Revenues:
+Test & Measurement....................... $15,061,000 $15,786,000 $16,076,000
+QuickLabel Systems (QLS)................. 18,850,000 17,035,000 15,394,000
+Grass Telefactor......................... 17,777,000 13,322,000 10,696,000
+----------- ----------- -----------
+$51,688,000 $46,143,000 $42,166,000
+=========== =========== ===========
+No single customer accounted for 10% of net sales in fiscal 2001, 2000, or
+1999.
+Note 9--Profit-Sharing Plan
+Along with the Employee Stock Ownership Plan described in Note 5, the
+Company has a non-contributory Profit-Sharing Plan which provides retirement
+benefits to all eligible employees. In addition, the Plan allows participants
+to defer a portion of their cash compensation and contribute such deferral to
+the Plan through payroll deductions. The Company makes matching contributions
+up to specified levels. The deferrals are made within the limits prescribed by
+Section 401(k) of the Internal Revenue Code.
+All contributions are deposited into trust funds. It is the policy of the
+Company to fund any contributions accrued. The Company's annual contribution
+amounts are determined by the Board of Directors. The Company's contributions
+paid or accrued amounted to $230,000 in 2001, 2000 and 1999.
+Note 10--Acquisitions
+Effective December 1, 1999, the Company acquired the assets and business of
+Telefactor Corporation (Telefactor), a privately held corporation for an
+aggregate purchase price of approximately $3.7 million in cash, including
+transaction fees. The acquisition was accounted for as a purchase under APB
+Opinion No. 16, Business Combinations. At the time of closing, $225,000 was
+established in an escrow account that was designated to be used to settle any
+post-closing purchase price adjustments. In the first quarter of fiscal 2001,
+the Company received $225,000 from the escrow. The purchase and sales
+agreement contains a clause which will require the Company to pay additional
+purchase price of up to $3,000,000 if certain sales levels are achieved. The
+earnout provision is effective over a period of 72 months. The purchase price
+allocation was completed during fiscal 2001 and it resulted in a final
+goodwill amount of $1,776,000. Goodwill resulting from the Telefactor
+acquisition is being amortized over 15 years.
+SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
+Balance at Provision Balance
+Beginning Charged to at End
+Description of Year Operations Deductions(2) Other(3) of Year
+----------- ---------- ---------- ------------- -------- -------
+Allowance for Doubtful
+Accounts(1):
+Year Ended January 31,
+2001................. 405,783 193,341 131,242 -- 467,882
+2000................. 212,337 167,234 42,414 68,626 405,783
+1999................. 175,788 75,815 39,266 -- 212,337
+--------
+(1) The allowance for doubtful accounts has been netted against accounts
+receivable as of the respective balance sheet dates.
+(2) Uncollectible accounts written off, net of recoveries.
+(3) Reserve addition from the acquisition of Telefactor.
+40

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+0000008146,ALOT,"AstroNova, Inc.",10-K405,2001-04-18,2001-01-31,2001-04-18T04:00:00.000Z,0000927016-01-500246,d10k405.txt,FORM 10-K405,116724,0,0,https://www.sec.gov/Archives/edgar/data/8146/000092701601500246/d10k405.txt,https://www.sec.gov/Archives/edgar/data/8146/000092701601500246/,2000,2000,1

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+Item 1. Business
+General
+Astro-Med, Inc., (the Company) incorporated in Rhode Island in January
+1969, operates in the industry segment described below. The Company is a
+diversified enterprise providing products that serve the Test and Measurement,
+Product Identification and Life Sciences markets. The Company is strategically
+organized into three product groups: Test & Measurement (T&M), QuickLabel(R)
+Systems (QLS) and Grass-Telefactor. The Company's products are distributed
+both in North America and internationally through its direct sales force and
+authorized distributors and agents located in approximately 60 countries.
+Approximately 27% of the Company's sales were made outside of the United
+States. The Company will describe the results of operations during the twelve
+months ending January 31, 2001 (fiscal 2001).
+The Company and its subsidiaries and their representatives may from time to
+time make written or oral statements, including statements contained in the
+Company's filings with the Securities and Exchange Commission (SEC) and in its
+reports to shareholders, including this annual report, which constitute or
+contain "forward-looking statements" as is defined in the Private Securities
+Litigation Reform Act of 1995 or by the SEC in its rules, regulations and
+releases.
+All statements other than statements of historical facts included in this
+annual report regarding the Company's financial position and operating and
+strategic initiatives and addressing industry developments are forward-looking
+statements. Where, in any forward-looking statement, the Company or its
+management expresses an expectation or belief as to future results, such
+expectation or belief is expressed in good faith and believed to have a
+reasonable basis, but there can be no assurance that the statement of
+expectation or belief will result or be achieved or accomplished. Factors
+which could cause actual results to differ materially from those anticipated
+include, but are not limited to, general economic, financial and business
+conditions; declining demand in the test and measurement markets, especially
+defense and aerospace; competition in the specialty printer industry; ability
+to develop market acceptance of the QLS color printer products and effective
+design of customer required features; competition in the data acquisition
+industry; competition in the neurophysiology industry; the impact of changes
+in foreign currency exchange rates on the results of operations; the ability
+to successfully integrate acquisitions; the business abilities and judgment of
+personnel and changes in business strategy.
+Narrative Description of Business
+Products
+Overview
+The Company develops, designs, manufactures and sells through three
+distinct product groups that are tied together by a common technology which
+provides the ability to acquire electronic data, process, analyze, store and
+present it in a variety of useable forms. All three groups supply a complete
+range of products including hardware, software and supplies, and all three
+place products in the industrial, medical (both clinical and research) and
+commercial market sectors, providing the Company with a broad and diverse
+market base. The T&M products receive scientific data, process, analyze and
+present it in a visible form while storing it for later review and study. The
+digital printer products group known as QLS, includes printer, printer
+applicators, software and media that create product labels in one or many
+colors from a computer file. The Grass-Telefactor products process data that
+represents the neurophysiological status of living creatures--from crayfish to
+man--and records and analyzes it electronically for study and review by
+clinicians and research scientists.
+11
+T&M Products
+T&M is a leading supplier of data recording equipment for the aerospace,
+automotive, paper, metal mill, power and telecommunications industries. In
+fiscal 2001, the Company added the Dash 18, a touchscreen eighteen-channel
+recorder with video and audio capabilities, to its successful line of portable
+data acquisition recorders, which includes the Dash 2, Dash 4u, Dash 8n, Dash
+8u and Dash 16u recorders.
+The Everest(TM), a telemetry workstation, introduced in fiscal 2000
+specifically for the aerospace industry, has solidified T&M systems'
+leadership position in this important market. With a high-resolution display,
+touch-panel controls, Ethernet interface and digital filtering, the Everest
+utilizes leading-edge technology to provide a complete solution for the
+demanding aerospace as well as other commercial applications.
+QLS Products
+The Company's QLS product line is composed of a line of high-technology
+digital label printers, automatic labelers, print and apply systems, labeling
+software and consumables. Innovative QLS products change the way companies do
+business by providing just-in-time, in-plant label production capabilities and
+labeling automation through the Company's advanced digital thermal transfer
+printing technologies.
+QLS Digital Color Label Printers
+QLS digital color labels printers are designed to print multiple colors,
+text and barcodes in a single pass on product labels of all kinds. Using
+Astro-Med's proprietary MicroCell(TM) halftoning algorithm, these printers
+create near lithographic quality labels that can be generated on demand and
+printed directly from a customer's personal computer, Macintosh, mainframe or
+AS/400 midrange computing platform.
+Seven models comprise the line of digital color label printers: the QLS-
+2000, QLS-2001, QLS-3000, QLS-3001, QLS-4000, QLS-4001 and the four-color high
+volume printer with Ribbon Ration(TM), QLS-4100. With either two or three
+print stations and both one and two-side configurations, the 2000 and 3000
+series brings color printing to general applications, at price points of
+$5,450 to $9,995. The QLS 4000 continues as the top-of-the-line, full process
+color printer for creating near lithographic quality labels and tags in both
+full process and spot color, and offers the option of duplex printing. The QLS
+4100, with its volume capacity and automatic ribbon control system, can save
+customers thousands of dollars a year in ribbon costs.
+QLS Monochrome Barcode Label Printers
+The Company also manufactures monochrome thermal/thermal transfer printers
+that produce high-quality barcode labels quickly and easily in almost any
+format. The TOP HAND QLS-500(TM) printer produces labels up to 5 inches wide
+at speeds of up to 10 inches per second while the RANGE BOSS 8 inch wide label
+printer creates shipping labels and other large formats quickly and reliably.
+During fiscal 2001, the Company introduced the LRU(TM) (Less Ribbon Used), a
+high-capacity industrial barcode printer with patented RibbonRation(TM) ribbon
+management system. The LRU(TM) was designed to provide customers with a system
+to reduce ribbon costs where only a very small portion of a label requires the
+printing of variable information.
+QLS Software
+An important component of the Company's digital printing systems is the
+software that produces the label formatting and the printing functionality
+required for successful in-plant printing.
+The Company's software is designed to facilitate the integration of the QLS
+printers within today's high-technology production environments, and includes
+QLS MicroCell(TM) halftoning algorithms for exceptional image quality and
+color output.
+12
+QLS Label Applicators and Print & Apply Systems
+To complement the QLS printers, the Company manufactures a complete line of
+automatic labelers that can apply labels to all types of packaging, from
+cartons to "clamshell" containers. Applicator models include the AD-2550, AD-
+2600, AT-2650 and AD 2800, which offer standard roll-on and air-tamp labeling
+capabilities. The CPA-350, the Company's high-end print and apply system,
+offers companies the ability to print a label on-demand and apply it to a
+product as it passes on a conveyor. During fiscal 2001, the Company introduced
+a new product, the LRU Print & Apply system, which incorporates as its print
+engine the powerful LRU(TM) barcode printer. The LRU-PA, as it is known, is
+equipped to efficiently print and apply large volumes of labels to cartons and
+many types of product packaging in an automated production line environment,
+while minimizing the cost per label with its patented RibbonRation(TM) ribbon
+management system.
+QLS Consumables: Thermal Transfer Ribbon and Labels
+The Company offers a large variety of aftermarket printer consumables that
+include thermal transfer ribbons, labels and tags. These consumables are not
+only used in the Company's printers but also in any other manufacturer's
+printer applications. A wide range of materials are available, all
+manufactured on-site, to guarantee a finished label that meets almost any
+requirements from single-use paper labels to garment labels, to outdoor
+signage and product labels of almost any description.
+Grass-Telefactor Products
+The Grass-Telefactor product group offers a range of instrumentation and
+supplies for clinical neurophysiology (EEG and epilepsy monitoring),
+polysomnography (PSG) and biomedical research applications. Grass-Telefactor
+enjoys a reputation built on decades of innovative technology, thoughtful
+design and reliability. The products and services offered by Grass-Telefactor
+are used worldwide by universities, hospitals, medical centers and companies
+engaged in a variety of clinical and research activities.
+For clinical applications, Grass-Telefactor has chosen to focus on the
+dynamic field of polysomnography (sleep disorders monitoring), and on the many
+applications of EEG (brain wave monitoring), including epilepsy diagnosis and
+surgery, critical care and intraoperative neuromonitoring. In fiscal 2000, the
+Company's clinical product line expanded to include long-term epilepsy
+monitoring through the acquisition of Telefactor Corporation, and the combined
+group now offers a one-source solution for EEG and PSG departments seeking
+instrumentation, software or supplies. The clinical product line now includes
+in-lab or in-hospital integrated systems for EEG, PSG and long term
+monitoring, featuring a powerful software suite called TWin which provides
+networking, database and report generation capabilities in addition to
+powerful data acquisition and analysis tools. The product line also includes
+laptop-based systems for EEG or PSG, which expand the capabilities of
+hospitals to offer services by packaging clinical instruments in a compact,
+portable package. Ambulatory systems for EEG or PSG allow patients to be
+recorded in out-of-lab settings, including their own homes. The group has also
+been active developing new products and has released a new product line
+including the Beehive(TM) Millennium for long term monitoring and the
+Aurora(TM) digital EEG system to complement the Heritage PSG.
+For biomedical research applications, Grass-Telefactor offers hardware and
+software for data acquisition and analysis of data. The research product line
+builds on a strong foundation with world-renowned Grass amplifiers, such as
+the Model 15RX modular, computer-controlled biomedical amplifier system.
+Rounding out the offerings from Grass-Telefactor, the Company offers a
+complete line of clinical and research instruments and supplies, including
+stimulators, transducers, electrodes and consumables. The supplies and
+accessories product line now uses e-commerce to reach the worldwide market
+through the Grass-Telefactor Online Store, www.grass-telefactor.com.
+13
+Technology
+The core technologies of the Company relate to (1) acquiring data, (2)
+conditioning the data, (3) displaying the data on hard copy, monitor, or
+electronic storage media, and finally (4) analyzing the data. All three
+product groups of the Company--T&M, QLS and Grass-Telefactor use these
+technologies.
+These core technologies are constantly being developed to the level of
+cutting edge performance and enable the Company to lead the competition with
+innovative industry-level products.
+Patents and Copyrights
+The Company holds a number of product patents in the United States and in
+foreign countries. It has filed applications for other patents that are
+pending. The Company has patents covering its T&M recording products as well
+as several patents for its QLS dual sided label printers and four-color label
+printers. In addition, the Company has two other patents pending on its multi-
+color printing technology. In fiscal 2001, the Company received a patent on
+its "ribbon saving" feature for its color and monochrome printers. The Company
+considers its patents to be important but does not believe that its business
+is materially dependent on them. The Company copyrights its extensive software
+and registers its trademarks.
+Manufacturing and Supplies
+The Company designs its products and manufactures many of the component
+parts. The balance of the parts are produced to the Company's specifications
+by suppliers. Raw materials required for the manufacture of products,
+including parts produced to the Company's specifications, are generally
+available from numerous suppliers.
+Product Development
+The Company has maintained an active program of product research and
+development since its inception. During fiscal 2001, 2000 and 1999, the
+Company incurred costs of $4,255,434, $3,353,883 and $2,938,820, respectively,
+on Company-sponsored product development. The Company is committed to product
+development as a requisite to its growth and expects to continue its focus on
+research and development efforts in fiscal 2002.
+Marketing and Competition
+The Company competes worldwide in many markets including clinical and
+research medicine, aerospace, automotive and general manufacturing. The
+Company retains its leadership position in its respective markets by virtue of
+proprietary technology, product reputation, delivery, technical assistance and
+service to customers.
+The products of the Company are marketed worldwide by advertising and
+promotion using major national and international trade journals, scientific
+meetings and trade shows, direct mailing campaigns, and the Worldwide Web.
+The products are sold by direct field sales persons as well as independent
+dealers and representatives. In the United States, the Company has twenty-two
+direct field sales people located in major cities from coast to coast
+specializing in either Recorders and Data Acquisitions systems, Color Label
+printers and media systems, or Neurological Instrumentation. Additionally, the
+Company has direct field sales and service centers in Canada, England, France,
+Germany, Italy, and Holland. In the remaining parts of the world, the Company
+retained approximately 90 independent dealers and representatives selling and
+marketing its products in 60 countries. In fiscal 2001, 27% of the Company's
+revenues were from international sales.
+The Company has a number of competitors in each of the three products
+groups and markets that it serves. In the T&M area, the Company feels that it
+leads the field in Data Acquisition Recorders. It competes with the Gould
+Instrument Division of Nicolet, a Thermo Electron company and Western
+Graphtec, the US subsidiary of Graphtec, a Japanese company.
+14
+In the Color Label Printer product group, the Company feels it leads the
+world in color printing using the thermal transfer printing technology. The
+Company introduced the very first thermal transfer color printers late in 1995
+and to this date faces only one competitor, TEC.
+The Grass-Telefactor products of the company are devoted to clinical
+applications in EEG, Polysomnography (PSG), and Long Term Epilepsy Montioring
+(LTM). There are about fourteen companies that compete in one or more of the
+three modalities (EEG, PSG, LTM) but none are the clear leader. The Company
+feels it offers superior products based upon its long history and pioneering
+the field since 1935. The Company, unlike most of its competitors, designs,
+manufactures, and produces complete systems including transducers, amplifiers,
+sensors, and Windows based application software. Additionally, the Company
+produces a range of life science products for the research market. Many of the
+latter products eventually find their way into clinical applications.
+In fiscal 2001, no single customer accounted for 10% of the Company's net
+sales in any of the last three fiscal years. The Company's products were sold
+to approximately 5,500 customers.
+International Sales
+Astro-Med International, Inc., a subsidiary of the Company, participates in
+all export sales. The subsidiary is a Foreign Sales Corporation and qualifies
+for certain tax benefits provided as an incentive for exports.
+In fiscal 2001, 2000 and 1999, net sales to customers in various geographic
+areas outside the United States, primarily in Canada and Western Europe,
+amounted to $13.9 million, $12.5 million and $11.0 million, respectively.
+Order Backlog
+The backlog fluctuates regularly. It consists of a blend of orders for end
+user customers as well as original equipment manufacturer customers.
+Manufacturing is geared to forecasted demands and applies a rapid turn cycle
+to meet customer expectations. Accordingly, the amount of order backlog does
+not indicate future sales trends and the Company does not normally carry any
+material backlog.
+Other Information
+The Company's business is not seasonal in nature.
+Most of the Company's products are warranted for one year against defects
+in materials or workmanship. Warranty expenses have averaged approximately
+$182,000 a year for the Company's last five fiscal years.
+As of March 23, 2001, the Company employed approximately 390 persons. The
+Company is generally able to satisfy its employment requirements. No employees
+are represented by a union. The Company believes that employee relations are
+good.
+15

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+Item 13. Certain Relationships and Related Transactions
+The response to this item is incorporated by reference to the Company's
+definitive proxy statement for the 2001 annual meeting of shareholders.

raw/filings/0000008146/2001/0000927016-02-002014/filing_metadata.csv

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+0000008146,ALOT,"AstroNova, Inc.",10-K,2002-04-10,2002-01-31,2002-04-10T04:00:00.000Z,0000927016-02-002014,d10k.txt,FORM 10-K FOR 01/31/2002,129847,0,0,https://www.sec.gov/Archives/edgar/data/8146/000092701602002014/d10k.txt,https://www.sec.gov/Archives/edgar/data/8146/000092701602002014/,2001,2001,1

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+Item 1. Business
+General
+Astro-Med, Inc., (the Company) is a diversified enterprise that is
+strategically organized into three product groups: Test & Measurement (T&M),
+QuickLabel(R) Systems (QLS), and Grass-Telefactor (G-T). T&M develops and
+manufactures data acquisition instruments that serve the test and measurement
+market. QLS develops and manufactures digital printers and consumable products
+that serve the product identification market. Grass-Telefactor develops and
+manufactures clinical neurophysiology (EEG and epilepsy monitoring),
+polysomnography (PSG - Sleep monitoring), biomedical research instrumentation
+and supplies that serve the life sciences market. The Company's products are
+distributed both in North America and internationally through its direct sales
+force and authorized distributors and agents located in approximately forty
+countries. Approximately 28% of the Company's sales were made outside of the
+United States.
+The Company and its subsidiaries and their representatives may from time to
+time make written or oral statements, including statements contained in the
+Company's filings with the Securities and Exchange Commission (SEC) and in its
+reports to shareholders, including this annual report, which constitute or
+contain "forward-looking statements" as is defined in the Private Securities
+Litigation Reform Act of 1995 or by the SEC in its rules, regulations and
+releases.
+All statements, other than statements of historical facts included in this
+annual report regarding the Company's financial position and operating and
+strategic initiatives and addressing industry developments are forward-looking
+statements. Where, in any forward-looking statement, the Company or its
+management expresses an expectation or belief as to future results, such
+expectation or belief is expressed in good faith and believed to have a
+reasonable basis, but there can be no assurance that the statement of
+expectation or belief will result or be achieved or accomplished. Factors which
+could cause actual results to differ materially from those anticipated include,
+but are not limited to, general economic, financial and business conditions;
+declining demand in the test and measurement markets, especially defense and
+aerospace; competition in the specialty printer industry; ability to develop
+market acceptance of the QLS color printer products and effective design of
+customer required features; competition in the data acquisition industry;
+competition in the neurophysiology industry; the impact of changes in foreign
+currency exchange rates on the results of operations; the ability to
+successfully integrate acquisitions; the business abilities and judgment of
+personnel and changes in business strategy.
+Narrative Description of Business
+Products
+Overview
+The Company develops and manufactures systems that have the ability to
+acquire electronic data, process, analyze, store and present the data in a
+variety of useable forms. The T&M data acquisition systems record scientific
+signals and print the output onto charts or electronic media. The QLS digital
+printer systems and media products create product and packaging labels and tags
+in one or many colors. The Grass-Telefactor products electronically record
+signals that reflect the physiological status of living creatures for digital
+or analog access. The Company supplies a range of products that include the
+hardware, software, and supplies to customers who are in a variety of
+industries.
+5
+T&M Products
+The Company's T&M products are a comprehensive line of data recording
+instruments for the aerospace, automotive, pulp and paper, metal mill,
+transportation and manufacturing industries. These recording solutions provide
+customers with a complete record of their data, whether they are
+troubleshooting a process, performing preventative maintenance or gathering
+mission critical data. Using contemporary technologies, T&M products are
+designed to handle customers ever-changing requirements now and into the future.
+Telemetry Recorders
+The Everest Telemetry-Recorder Workstation is the flagship product of T&M's
+line of telemetry recorders. Designed for the unique requirements of the
+aerospace and defense industries, the Everest provides engineers with vital
+data on test products during pre-flight checkout and flight tests. Intended to
+seamlessly integrate into off-the-shelf telemetry systems, the Everest is used
+to test fighter planes, missiles, helicopters, satellites and commercial
+aircraft.
+During flight test, the Everest provides engineers with real-time access to
+data to allow them to make split second decisions and prevent costly retesting.
+After flight test, data from the Everest is available in both paper and digital
+formats, allowing engineers to analyze data faster than ever before.
+Dash Series Data Acquisition Recorders
+The Company's Dash Series recorders are used as maintenance and
+troubleshooting tools for pulp and paper mills, power plants, transportation
+test centers, steel mills, automotive R&D centers and manufacturing plants.
+With downtime costing these facilities tens of thousands of dollars per day,
+the Dash Series data acquisition recorders can pay for themselves by preventing
+a single outage. Completely self-contained in rugged aluminum cases, the Dash
+Series data acquisition recorders are ideally suited for use in harsh
+environments where computer-based or other systems will not perform.
+Six data acquisition recorders form the Dash series line: the Dash 2, Dash
+4u, Dash 8n, Dash 8u, Dash 16u and Dash 18. Priced from $5,000 to $23,000, the
+company offers a product for any budget. The Dash 18 is the latest portable
+data acquisition recorder to be introduced. With such leading edge technology
+as a touchscreen display, waveform, audio and video data input, integral Web
+browser and network interface, the Dash 18 is an important troubleshooting tool
+for virtually any environment.
+QLS Products
+The Company's QLS product line is composed of an array of high-technology
+digital color label printers, automatic labelers, and print and apply systems,
+as well as labeling software and consumables. Innovative QLS products continue
+to change the way companies do business by providing just-in-time, in-plant
+label production capabilities and labeling automation through the Company's
+advanced digital thermal transfer printing technologies. QLS's packaging,
+barcoding and labeling solutions are used throughout the world.
+Digital Color Label Printers
+QLS digital color labels printers are designed to print multiple colors,
+text and barcodes in a single pass on labels, tags and tickets of all kinds.
+Using Astro-Med's proprietary MicroCell(TM) color halftoning technology, these
+printers create near lithographic quality labels that can be generated on and
+printed directly from a customer's personal computer, mainframe or AS/400
+midrange computing platform.
+In January of 2002, the Company introduced a new and advanced four color
+digital label printer, the QLS-4100X. The QLS-4100X, priced at $17,995, is the
+Company's fourth-generation process color printer, which
+6
+incorporates new features deriving from the Company's research and development,
+thermal printing experience, and feedback from users around the world. With the
+Company's patented Ribbon Ration(TM) technology for economizing thermal
+transfer ribbon, enhanced mechanical design for precise color registration,
+robust performance for long runs, and more user-friendly operation, the
+QLS-4100X is QLS's flagship.
+QLS's digital color label printer offering also includes the following
+models: the QLS-2000, QLS-2001, QLS-3000, QLS-3001. With either two or three
+print stations, the QLS-2000 and QLS-3000 printers represent the Company's
+value line of color printers, providing color-labeling solutions for general
+product identification applications at price points of $6,550 and $10,995
+respectively. The QLS-2001 and QLS-3001 models, priced at $6,995 and $9,995,
+are used in specialty and niche applications, including the printing of Tyvek
+pouches used in the packaging of surgical instruments. These models also
+comprise the core of QLS's Apparel Printing Systems, designed to print apparel
+care tags, hang tags and price tickets in manufacturing environments, retail
+applications, and service bureau operations worldwide.
+Marketing of the QLS printers expanded in fiscal year-end 2002 to target
+applications such as the private labeling of foods and beverages, chemicals and
+cleaning supplies, pharmaceutical and medical products, personal care products,
+and others.
+Barcode Label Printers
+QLS has a new family of barcode label printers: the Pronto series. This new
+line of low-cost, feature-rich barcode printers includes the Pronto 442 at
+$757, Pronto 472 at $995, both with 203 dpi resolution; the high-resolution 400
+dpi Pronto 474 at $2,195; and the 8.6" wide Pronto 843 at $2,195. These
+competitively-priced Pronto models mark the Company's re-entry into mainline
+barcode printing applications and serve as important vehicles for the sale of
+QLS's thermal transfer ribbon and label products.
+QLS's barcode printer line also includes the robust, industrial monochrome
+barcode printer, the Top Hand(TM) QLS-500 printer. With a rugged design for
+harsh environment applications, the $2,995 Top Hand printer produces labels up
+to 5 inches wide at speeds of up to 10 inches per second.
+QuickLabel Software
+An important component of the Company's digital printing systems is the
+software that produces the label formatting and the printing functionality
+required for successful in-plant printing. This software, marketed under the
+brand name Color QuickLabel(TM), allows customers to tap the true power
+inherent in the QuickLabel printers. CQL99, a 32-bit Windows(R)-based label
+creation and printing suite, supports high-color imaging, MicroCell(TM) image
+halftoning, full network printing, and multiple database compatibility. CQL99
+software further advances integration of the QuickLabel Systems printers within
+today's high-technology production environments.
+QuickLabel Automatic Label Applicators and Print & Apply Systems
+To complement the QLS printers, the Company manufactures a complete line of
+automatic labelers that can apply labels to all types of products, from cartons
+to primary product packaging to cylindrical containers. Applicator models
+include the AD-2800 and AD-2600 roll-on label applicators. In Fiscal 2001, the
+Company introduced a new high-speed bottle labeling system utilizing its
+AD-2800 label applicator. The CPA-350, the Company's ruggedized print and apply
+system, offers companies the ability to print a label on-demand and apply it to
+a product as it passes on a conveyor. The CPA-350 can be configured with air
+tamp, air blast, dual apply or corner wrap applicator heads to apply a label to
+two sides of the same carton or pallet.
+Consumables: Thermal Transfer Ribbon and Labels
+Rounding out the QLS products is a wide array of printer consumables
+including thermal transfer ribbons in many colors and formulations, and both
+paper and synthetic labels and tags. A full line of high quality materials,
+7
+developed and qualified by the Company, is available to guarantee a finished
+label that meets almost any requirements from single-use paper labels to
+garment labels, to outdoor signage and product labels.
+Grass-Telefactor Products
+The Grass-Telefactor product group offers a range of instrumentation and
+supplies for clinical and biomedical research applications.
+Grass-Telefactor enjoys a reputation built on decades of innovative
+technology and thoughtful design. The clinical product line includes in-lab or
+in-hospital integrated systems for clinical EEG, epilepsy diagnosis and
+surgery, critical care and intraoperative neuromonitoring and features
+networking, database and report generation capabilities in addition to powerful
+data acquisitions and analysis tools. The clinical product line also includes
+portable laptop-based systems for EEG or PSG (Polysomnography) systems that
+allow patients to be recorded in out-of-lab settings. Grass-Telefactor utilizes
+a Windows(R)-based product line which includes the Beehive(TM) Millennium used
+for long term epilepsy monitoring, the Aurora(TM) digital EEG system and the
+recently introduced Aurora(TM) digital PSG system. The products and services
+offered by Grass-Telefactor are used worldwide by universities, medical
+centers, and companies engaged in a variety of clinical and research activities.
+On the research side, Grass-Telefactor offers hardware and software for data
+acquisition and analysis of signals in biomedical research. The research
+product line builds on a strong foundation with world-renowned Grass
+amplifiers, such as the 15RX modular, computer-controlled biomedical amplifier
+system.
+Grass-Telefactor offers a complete line of clinical and research supplies,
+including stimulators, transducers, electrodes and consumables.The supplies and
+accessories product line now uses e-commerce to reach an even wider market
+through the Grass-Telefactor Online Store, www.grass-telefactor.com.
+Technology
+The core technologies of the Company relate to (1) acquiring data, (2)
+conditioning the data, (3) displaying the data on hard copy, monitor, or
+electronic storage media, and finally (4) analyzing the data. All three-product
+groups of the Company--T&M, QLS and G-T use these technologies.
+These core technologies are constantly being developed to the level of
+cutting edge performance and enable the Company to lead the competition with
+innovative industry-level products.
+Patents and Copyrights
+The Company holds a number of product patents in the United States and in
+foreign countries. It has filed applications for other patents that are
+pending. The Company has patents covering its T&M recording products as well as
+several patents for its QLS dual sided label printers and four-color label
+printers.In addition, the Company has two other patents pending on its
+multi-color printing technology. The Company considers its patents to be
+important but does not believe that its business is materially dependent on
+them. The Company copyrights its extensive software and registers its
+trademarks.
+Manufacturing and Supplies
+The Company designs its products and manufactures many of the component
+parts. The balance of the parts is produced to the Company's specifications by
+suppliers. Raw materials required for the manufacture of products, including
+parts produced to the Company's specifications, are generally available from
+numerous suppliers.
+Product Development
+The Company has maintained an active program of product research and
+development since its inception. During fiscal 2002, 2001 and 2000, the Company
+incurred costs of $3.7 million, $4.3 million, and $3.4 million,
+8
+respectively, on Company-sponsored product development. The Company is
+committed to product development as a requisite to its growth and expects to
+continue its focus on research and development efforts in fiscal 2003.
+Marketing and Competition
+The Company competes worldwide in many markets including clinical and
+research medicine, aerospace, automotive and general manufacturing. The Company
+retains a competitive position in its respective markets by virtue of
+proprietary technology, product reputation, delivery, technical assistance and
+service to customers.
+The products of the Company are marketed worldwide by advertising and
+promotion using major national and international trade journals, scientific
+meetings and trade shows, direct mailing campaigns, and the internet.
+The products are sold by direct field sales persons as well as independent
+dealers and representatives. In the United States, the Company has twenty-two
+direct field sales people located in major cities from coast to coast
+specializing in either T&M's Recorders and Data Acquisitions systems, QLS's
+Color Label printers and media systems, or G-T Neurological Instrumentation
+products. Additionally, the Company has direct field sales and service centers
+in Canada, England, France, Germany, Italy, and Holland. In the remaining parts
+of the world, the Company utlitizes approximately 80 independent dealers and
+representatives selling and marketing its products in 40 countries. In fiscal
+2002, 28% of the Company's revenues were from international sales.
+The Company has a number of competitors in each of the three products groups
+and markets that it serves. In the T&M area, the Company feels that it leads
+the field in Data Acquisition Recorders. It competes with the Gould Instrument
+Division of Nicolet, a Thermo Electron company and Western Graphtec, the US
+subsidiary of Graphtec, a Japanese company.
+In the Color Label Printer product group, the Company feels it leads the
+world in color printing using the thermal transfer printing technology. The
+Company introduced the very first thermal transfer color printers late in 1995
+and to this date faces only one competitor, TEC.
+The Grass-Telefactor products of the Company are devoted to clinical
+applications in EEG, Polysomnography (PSG), and Long Term Epilepsy Monitoring
+(LTM). There are about fourteen companies that compete in one or more of the
+three modalities (EEG, PSG, LTM) but none are the clear leader. The Company
+feels it offers superior products based upon its long history and pioneering
+the field since 1935. The Company, unlike most of its competitors, designs,
+manufactures, and produces complete systems including transducers, amplifiers,
+sensors, and Windows based application software. Additionally, the Company
+produces a range of life science products for the research market. Many of the
+latter products eventually find their way into clinical applications.
+No single customer accounted for 10% of the Company's net sales in any of
+the last three fiscal years. The Company's products were sold to approximately
+4,100 customers.
+International Sales
+The Company had a Foreign Sales Corporation subsidiary that qualified for
+certain tax benefits on its exports. Effective December 31, 2001, the Company
+dissolved this subsidiary as a result of rule changes made by the World Trade
+Organization and tax authorities.
+In fiscal 2002, 2001 and 2000, net sales to customers in various geographic
+areas outside the United States, primarily in Canada and Western Europe,
+amounted to $13.8 million, $13.9 million, and $12.5 million, respectively.
+Order Backlog
+The backlog fluctuates regularly. It consists of a blend of orders for end
+user customers as well as original equipment manufacturer customers.
+Manufacturing is geared to forecasted demands and applies a rapid turn
+9
+cycle to meet customer expectations. Accordingly, the amount of order backlog
+does not indicate future sales trends and the Company does not normally carry
+any material backlog.
+Other Information
+The Company's business is not seasonal in nature.
+Most of the Company's products are generally warranted for one year against
+defects in materials or workmanship. Warranty expenses have generally averaged
+approximately $200,000 a year for the Company's last five fiscal years.
+As of March 22, 2002 the Company employed approximately 370 persons. The
+Company is generally able to satisfy its employment requirements. No employees
+are represented by a union. The Company believes that employee relations are
+good.

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+Item 13. Certain Relationships and Related Transactions
+The response to this item is incorporated by reference to the Company's
+definitive proxy statement for the 2002 annual meeting of shareholders.

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+0000008146,ALOT,"AstroNova, Inc.",10-K,2003-04-11,2003-01-31,2003-04-11T19:24:56.000Z,0000927016-03-001789,d10k.htm,FORM 10-K,973252,0,0,https://www.sec.gov/Archives/edgar/data/8146/000092701603001789/d10k.htm,https://www.sec.gov/Archives/edgar/data/8146/000092701603001789/,2002,2002,1

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+Item 1. 
+Business 
+General 
+Astro-Med, Inc.,
+(the Company) is an enterprise that is strategically structured to design, develop, manufacture and distribute a diverse line of technology-advanced products and services. The Company is organized around a suite of core competencies including
+Research & Development, Manufacturing, Information Technology and Administrative Management. The Company markets and sells its products and services through three distinct product groups; Test & Measurement (T&M), QuickLabel ® Systems (QLS), and Grass-Telefactor (G-T). T&M develops and
+manufactures data acquisition instruments that serve the test and measurement market. QLS develops and manufactures digital printers and consumable products that serve the product identification market. Grass-Telefactor develops and manufactures
+clinical neurophysiology (EEG and epilepsy monitoring), polysomnography (PSG – Sleep monitoring), biomedical research instrumentation and supplies that serve the life sciences market. The Company’s products are distributed both in North
+America and internationally through its direct sales force and authorized distributors and agents located in approximately forty countries. Approximately 27% of the Company’s sales were made outside of the United States. 
+The Company and its subsidiaries and their representatives may
+from time to time make written or oral statements, including statements contained in the Company’s filings with the Securities and Exchange Commission (SEC) and in its reports to shareholders which constitute or contain “forward-looking
+statements” as defined in the Private Securities Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases. 
+All statements, other than statements of historical facts included in this annual report regarding the Company’s financial position
+and operating and strategic initiatives and addressing industry developments are forward-looking statements. Where, in any forward-looking statement, the Company or its management expresses an expectation or belief as to future results, such
+expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. Factors which could cause actual results
+to differ materially from those anticipated include, but are not limited to, general economic, financial and business conditions; declining demand in the test and measurement markets, especially defense and aerospace; competition in the specialty
+printer industry; ability to develop market acceptance of the QLS color printer products and effective design of customer required features; competition in the data acquisition industry; competition in the neurophysiology industry; the impact of
+changes in foreign currency exchange rates on the results of operations; the ability to successfully integrate acquisitions; the ability to realize the anticipated cost reductions from restructuring and streamlining the business; the business
+abilities and judgment of personnel and changes in business strategy. 
+Narrative Description of Business 
+Products 
+Overview 
+The Company develops and manufactures systems that have the
+ability to acquire electronic data, process, analyze, store and present the data in a variety of useable forms. The T&M data acquisition systems record scientific signals and print the output onto charts or electronic media. The QLS digital
+printer systems and media products create product and packaging labels and tags in one or many colors. The Grass-Telefactor products electronically record signals that reflect the physiological status of living creatures for digital or analog
+access. The Company supplies a range of products that include the hardware, software, and supplies to customers who are in a variety of industries. 
+3 
+Table of Contents 
+T&M
+Products 
+The Company’s T&M
+products are a comprehensive line of data recording instruments for the aerospace, automotive, pulp and paper, metal mill, transportation and manufacturing industries. These recording solutions provide customers with a complete record of their data,
+whether they are troubleshooting a process, performing preventative maintenance or gathering mission critical data. Using contemporary technologies, T&M products are designed to handle customers ever-changing requirements now and into the
+future. 
+Telemetry Recorders 
+The Everest Telemetry-Recorder Workstation is the flagship
+product of T&M’s line of telemetry recorders. Designed for the unique requirements of the aerospace and defense industries, the Everest provides engineers with vital data on test products during pre-flight checkout and flight tests.
+Intended to seamlessly integrate into off-the-shelf telemetry systems, the Everest is used to test fighter planes, missiles, helicopters, satellites and commercial aircraft. 
+During flight test, the Everest provides engineers with real-time access to data to allow them to make split
+second decisions and prevent costly retesting. After flight test, data from the Everest is available in both paper and digital formats, allowing engineers to analyze data faster than ever before. 
+Dash Series Data Acquisition Recorders 
+The Company’s Dash Series recorders are used as
+maintenance and troubleshooting tools for pulp and paper mills, power plants, transportation test centers, steel mills, automotive R&D centers and manufacturing plants. With downtime costing these facilities tens of thousands of dollars per day,
+the Dash Series data acquisition recorders can pay for themselves by preventing a single outage. Completely self-contained in rugged aluminum cases, the Dash Series data acquisition recorders are ideally suited for use in harsh environments where
+computer-based or other systems will not perform. 
+Seven data acquisition recorders form the Dash series line: the Dash 2, Dash 4u, Dash 8n, Dash 8u, Dash 8X, Dash 16u and Dash 18. Priced from $8,000 to $23,000, the Company offers a product for any budget. The Dash 8X is the latest
+portable data acquisition recorder to be introduced. With such leading edge technology as a touchscreen display, integral web browser and network interface, the Dash 8X is an important troubleshooting tool for virtually any environment.
+Ruggedized Printers and Ethernet Switches
+The Company also manufactures a line of
+ruggedized printers and Ethernet switches. The ToughWriter 3 is a ruggedized airborne cockpit printer used to print weather maps, communications and other flight critical information. The ToughWriter 3 meets MIL-STD requirements for shock, vibration
+and temperature, making it ideal for use on both commercial and military aircraft. 
+The ToughSwitch is an eight port, ruggedized Ethernet switch that also meets MIL-STD requirements for shock, vibration and temperature. Designed to withstand the rigors of commercial/military aviation
+and the harsh environments of the battlefield, the ToughSwitch is ideally suited for applications where standard or industrial grade hubs will not survive. 
+QLS Products 
+The Company’s QLS product line is composed of an array of high-technology digital color label printers, automatic labelers, and print
+and apply systems, as well as labeling software and consumables. Innovative QLS products continue to change the way companies do business by providing just-in-time, in-plant label production capabilities and labeling automation through the
+Company’s advanced digital thermal transfer printing technologies. QLS’s packaging, barcoding and labeling solutions are used throughout the world. 
+4 
+Table of Contents 
+Digital
+Color Label Printers 
+QLS digital color
+labels printers are designed to print multiple colors, text and barcodes in a single pass on labels, tags and tickets of all kinds. Using Astro-Med’s proprietary MicroCell ™ color halftoning technology, these printers create near lithographic quality labels that can be
+generated on and printed directly from a customer’s personal computer, mainframe or AS/400 midrange computing platform. 
+In late fiscal year 2002, the Company introduced the new advanced four-color digital label printer, the QLS-4100X . The QLS-4100X,
+priced at $17,995, is the Company’s fourth-generation process color printer, which incorporates new features deriving from the Company’s research and development, thermal printing experience, and feedback from users around the world.
+With the Company’s patented Ribbon
+Ration ™ technology for economizing thermal transfer
+ribbon, enhanced mechanical design for precise color registration, robust performance for long runs, and more user-friendly operation, the QLS-4100X is QLS’s flagship. 
+QLS’s digital color label printer offering also includes the following models: the QLS-2000, QLS-2001,
+QLS-3000, and QLS-3001. With either two or three print stations, the QLS-2000 and QLS-3000 printers represent the Company’s value line of color printers, providing color-labeling solutions for general product identification applications at
+price points of $6,550 and $10,995 respectively. The QLS-2001 and QLS-3001 models, priced at $6,995 and $9,995, are used in specialty and niche applications, including the printing of Tyvek pouches used in the packaging of surgical instruments.
+These models also comprise the core of QLS’s Apparel Printing Systems, designed to print apparel care tags, hang tags and price tickets in manufacturing environments, retail applications, and service bureau operations worldwide. 
+Marketing of the QLS printers targets applications such as the
+private labeling of foods and beverages, chemicals and cleaning supplies, pharmaceutical and medical products, personal care products, and others. 
+Barcode Label Printers 
+QLS has a new family of barcode label printers: the Pronto series. This new line of low-cost, feature-rich barcode printers
+includes the Pronto 442 and Pronto 472. Both of these printers have 203 dpi resolution. The Pronto series also includes the high-resolution 400 dpi Pronto 474 and the 8.6” wide Pronto 843. These competitively-priced Pronto models mark the
+Company’s re-entry into mainline barcode printing applications and serve as important vehicles for the sale of QLS’s thermal transfer ribbon and label products. 
+QLS’s barcode printer line also includes the robust, industrial monochrome barcode printer, the Top
+Hand ™ QLS-500 printer. With a rugged design for
+harsh environment applications, the $2,995 Top Hand printer produces labels up to 5 inches wide at speeds of up to 10 inches per second. 
+QuickLabel Software 
+An important component of the Company’s digital printing systems is the software that produces the label formatting and the printing
+functionality required for successful in-plant printing. This software, marketed under the brand name Color QuickLabel ™ , allows customers to tap the true power inherent in the QuickLabel printers. CQL99, a 32-bit Windows ® -based label creation and printing suite, supports high-color imaging, MicroCell ™ image halftoning, full network printing, and multiple database
+compatibility. CQL99 software further advances integration of the QuickLabel Systems printers within today’s high-technology production environments. 
+QuickLabel Automatic Label Applicators and Print & Apply Systems 
+To complement the QLS printers, the Company manufactures a
+complete line of automatic labelers that can apply labels to all types of products, from cartons to primary product packaging to cylindrical containers. Applicator models include the AD-2800 and AD-2600 roll-on label applicators. The Company also
+offers a high-speed bottle labeling system utilizing its AD-2800 label applicator. The CPA-350, the Company’s ruggedized print and apply system, offers companies the ability to print a label on-demand and apply it to a product as it passes on a
+conveyor. The CPA-350 can be configured with air tamp, air blast, dual apply or corner wrap applicator heads to apply a label to two sides of the same carton or pallet. 
+5 
+Table of Contents 
+Consumables: Thermal Transfer Ribbon and Labels 
+Rounding out the QLS products is a wide array of printer consumables including thermal transfer ribbons in many colors and formulations, and both paper and synthetic labels and tags. A full line of high quality materials,
+developed and qualified by the Company, is available to guarantee a finished label that meets almost any requirements from single-use paper labels to garment labels, to outdoor signage and product labels. 
+Grass-Telefactor Products 
+The Grass-Telefactor product group offers a range of
+instrumentation and supplies for clinical and biomedical research applications. 
+Grass-Telefactor enjoys a reputation built on decades of innovative technology and thoughtful design. The clinical product line includes in-lab or in-hospital integrated systems for clinical EEG and
+PSG (Polysomnography), epilepsy diagnosis and surgery, critical care and intraoperative neuromonitoring. These products offer a variety of features including networking, database and report generation capabilities in addition to powerful data
+acquisition and analysis tools. Grass-Telefactor utilizes a Windows ® -based product line which includes the Beehive ™ Millennium used for long term epilepsy monitoring, the Aurora ™ digital EEG system and the recently introduced Aurora ™ digital PSG system. The products and services offered by Grass-Telefactor are used worldwide by universities, medical centers, and companies engaged in a variety
+of clinical and research activities. 
+On the research side, Grass-Telefactor offers a complete solution for any biomedial research project. This product line includes transducers which read signals directly off of a subject, amplifiers that clean up the signals and
+amplify them to appropriate recording levels, and software that records the information and allows for straightforward analysis and review. 
+Grass-Telefactor offers a complete line of clinical and research supplies, including stimulators, transducers, electrodes and consumables.
+The supplies and accessories product line now uses e-commerce to reach an even wider market through the Grass-Telefactor Online Store, www.grass-telefactor.com. 
+Technology 
+The core technologies of the Company relate to (1) acquiring data, (2) conditioning the data, (3) displaying the data on hard copy,
+monitor, or electronic storage media, and finally (4) analyzing the data. All three-product groups of the Company—T&M, QLS and G-T use these technologies. 
+The Company is continually improving the performance and functionality of core technologies, enabling the
+Company to lead the competition with innovative products. 
+Patents and Copyrights 
+The Company holds a number of product patents in the United States and in foreign countries. It has filed applications for other patents that are pending. The Company has patents covering its T&M recording products as well as
+several patents for its QLS dual sided label printers and four-color label printers. In addition, the Company has two other patents pending on its multi-color printing technology. The Company considers its patents to be important but does not
+believe that its business is materially dependent on them. The Company copyrights its extensive software and registers its trademarks. 
+6 
+Table of Contents 
+Manufacturing and Supplies 
+The Company designs its products and manufactures many of the component parts. The balance of the parts is
+produced to the Company’s specifications by suppliers. Raw materials required for the manufacture of products, including parts produced to the Company’s specifications, are generally available from numerous suppliers. 
+Product Development 
+The Company has maintained an active program of product
+research and development since its inception. During fiscal 2003, 2002 and 2001, the Company incurred costs of $4.3 million, $3.7 million, and $4.3 million, respectively, on Company-sponsored product development. The Company is committed to product
+development as a requisite to its growth and expects to continue its focus on research and development efforts in fiscal 2004. 
+Marketing and Competition 
+The Company competes worldwide in many markets including clinical and research medicine, aerospace, automotive and general manufacturing.
+The Company retains a competitive position in its respective markets by virtue of proprietary technology, product reputation, delivery, technical assistance and service to customers. 
+The products of the Company are marketed worldwide by advertising and promotion using major national and
+international trade journals, scientific meetings and trade shows, direct mailing campaigns, and the Internet. 
+The products are sold by direct field sales persons as well as independent dealers and representatives. In the United States, the Company
+has twenty-two direct field sales people located in major cities from coast to coast specializing in either T&M’s Recorders and Data Acquisitions systems, QLS’s Color Label printers and media systems, or G-T Neurological
+Instrumentation products. Additionally, the Company has direct field sales and service centers in Canada, England, France, Germany, Italy and Holland. In the remaining parts of the world, the Company utlitizes approximately 80 independent dealers
+and representatives selling and marketing its products in 40 countries. In fiscal 2003, 27% of the Company’s revenues were from international sales. 
+The Company has a number of competitors in each of the three products groups and markets that it serves. In the T&M area, the Company
+feels that it leads the field in Data Acquisition Recorders. It competes with the Gould Instrument Division of Nicolet, a Thermo Electron company and Western Graphtec, the US subsidiary of Graphtec, a Japanese company. 
+In the Color Label Printer product group, the Company believes
+it leads the world in color printing using the thermal transfer printing technology. The Company introduced the very first thermal transfer color printers late in 1995 and to this date faces only one competitor, TEC. 
+The Grass-Telefactor products of the Company are devoted to
+clinical applications in EEG, Polysomnography (PSG), and Long Term Epilepsy Monitoring (LTM). There are about fourteen companies that compete in one or more of the three modalities (EEG, PSG, LTM) but none are the clear leader. The Company feels it
+offers superior products based upon its long history and pioneering the field since 1935. The Company, unlike most of its competitors, designs, manufactures, and produces complete systems including transducers, amplifiers, sensors, and Windows based
+application software. Additionally, the Company produces a range of life science products for the research market. Many of the latter products eventually find their way into clinical applications. 
+No single customer accounted for 10% of the Company’s net
+sales in any of the last three fiscal years. The Company’s products were sold to approximately 5,000 customers . 
+7 
+Table of Contents 
+International Sales
+The Company had a Foreign Sales Corporation
+subsidiary that qualified for certain tax benefits on its exports. Effective December 31, 2001, the Company dissolved this subsidiary as a result of rule changes made by the World Trade Organization and tax authorities. 
+In fiscal 2003, 2002 and 2001, net sales to customers in
+various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $13.0 million, $13.8 million, and $13.9 million, respectively. 
+Order Backlog 
+The backlog fluctuates regularly. It consists of a blend of orders for end user customers as well as original equipment manufacturer
+customers. Manufacturing is geared to forecasted demands and applies a rapid turn cycle to meet customer expectations. Accordingly, the amount of order backlog does not indicate future sales trends and the Company does not normally carry any
+material backlog. 
+Other Information 
+The Company’s business is not seasonal in nature.
+Most of the Company’s products are
+generally warranted for one year against defects in materials or workmanship. Warranty expenses have generally averaged approximately $240,500 a year for the Company’s last five fiscal years. 
+As of March 21, 2003 the Company employed approximately 335
+persons. The Company is generally able to satisfy its employment requirements. No employees are represented by a union. The Company believes that employee relations are good.

raw/filings/0000008146/2002/0000927016-03-001789/item13.txt

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+Item 13. 
+Certain Relationships and Related Transactions 
+The response to this item is incorporated by reference to the Company’s definitive proxy statement for the 2003 annual meeting of shareholders.

raw/filings/0000008146/2003/0001193125-04-059648/filing_metadata.csv

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+0000008146,ALOT,"AstroNova, Inc.",10-K,2004-04-09,2004-01-31,2004-04-09T12:40:07.000Z,0001193125-04-059648,d10k.htm,FORM 10-K,824885,0,0,https://www.sec.gov/Archives/edgar/data/8146/000119312504059648/d10k.htm,https://www.sec.gov/Archives/edgar/data/8146/000119312504059648/,2003,2003,1

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+Item 1. Business 
+General 
+Astro-Med,
+Inc., (the Company) is an enterprise that is strategically structured to design, develop, manufacture and distribute a diverse line of technology-advanced products and services. The Company is organized around a suite of core competencies including
+Research & Development, Manufacturing, Information Technology and Administrative Management. The Company markets and sells its products and services through three distinct product groups; Test & Measurement (T&M), QuickLabel ® Systems (QuickLabel), and Grass-Telefactor (G-T).
+T&M develops and manufactures data acquisition instruments that serve the test and measurement market. QuickLabel develops and manufactures digital printers and consumable products that serve the product identification market. Grass-Telefactor
+develops and manufactures clinical neurophysiology (EEG and epilepsy monitoring), polysomnography (PSG – Sleep monitoring), biomedical research instrumentation and supplies that serve the life sciences market. The Company’s products are
+distributed both domestically and internationally through its direct sales force and authorized distributors and agents located in approximately forty countries. Approximately 29% of the Company’s sales in fiscal 2004 were made outside of the
+United States. 
+The Company and its subsidiaries and their
+representatives may from time to time make written or oral statements, including statements contained in the Company’s filings with the Securities and Exchange Commission (SEC) and in its reports to shareholders which constitute or contain
+“forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases. 
+All statements, other than statements of historical facts included in this annual report regarding the Company’s financial position and operating
+and strategic initiatives and addressing industry developments are forward-looking statements. Where, in any forward-looking statement, the Company or its management expresses an expectation or belief as to future results, such expectation or belief
+is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. Factors which could cause actual results to differ materially
+from those anticipated include, but are not limited to, general economic, financial and business conditions; declining demand in the test and measurement markets, especially defense and aerospace; competition in the specialty printer industry;
+ability to develop market acceptance of the QuickLabel color printer products and effective design of customer required features; competition in the data acquisition industry; competition in the neurophysiology industry; the impact of changes in
+foreign currency exchange rates on the results of operations; the ability to identify attractive acquisition candidates and to successfully effect and integrate acquisitions; the ability to realize the anticipated cost reductions from restructuring
+and streamlining the business; the business abilities and judgment of personnel and changes in business strategy. 
+Narrative Description of Business 
+Products 
+Overview 
+The Company develops and manufactures systems that have the ability to
+acquire electronic data, process, analyze, store and present the data in a variety of useable forms. The T&M data acquisition systems record scientific signals and print the output onto charts or electronic media. The QuickLabel digital printer
+systems and media products create product and packaging labels and tags in one or many colors. The Grass-Telefactor products electronically capture and record neurological data that maybe used to diagnose epilepsy or to study sleep disorders. The
+Company supplies a range of products that include the hardware, software, and supplies to customers who are in a variety of industries. 
+3 
+Table of Contents 
+T&M Products 
+The Company’s T&M products are a comprehensive line of data recording instruments for the aerospace, automotive,
+pulp and paper, metal mill, transportation and manufacturing industries. These recording solutions provide customers with a complete record of their data, whether they are troubleshooting a process, performing preventative maintenance or gathering
+mission critical data. Using contemporary technologies, T&M products are designed to handle customers ever-changing requirements now and into the future. 
+Telemetry Recorders 
+The Everest Telemetry-Recorder Workstation is the flagship product of T&M’s line of telemetry recorders. Designed for the unique requirements of
+the aerospace and defense industries, the Everest provides engineers with vital data on test products during pre-flight checkout and flight tests. Intended to seamlessly integrate into off-the-shelf telemetry systems, the Everest is used to test
+fighter planes, missiles, helicopters, satellites and commercial aircraft. During flight test, the Everest provides engineers with real-time access to data to allow them to make split second decisions and prevent costly retesting. After flight test,
+data from the Everest is available in both paper and digital formats, allowing engineers to analyze data faster than ever before. 
+Dash Series Data Acquisition Recorders 
+The Company’s Dash Series recorders are used as maintenance and troubleshooting tools for pulp and paper mills, power plants, transportation test
+centers, steel mills, automotive R&D centers and manufacturing plants. With downtime costing these facilities tens of thousands of dollars per day, the Dash Series data acquisition recorders can pay for themselves by preventing a single outage.
+Completely self-contained in rugged aluminum cases, the Dash Series data acquisition recorders are ideally suited for use in harsh environments where computer-based or other systems will not perform. 
+The Dash 2EZ, Dash 8X and Dash 18 form the Company’s Dash series of data
+acquisition recorders. The Dash 2EZ is the latest data acquisition recorder to be introduced and expands the Company’s reach into the handheld data recording market. With a touchscreen display, built-in chart recorder and integral data
+acquisition in a system weighing seven pounds, the Dash 2EZ is the ideal handheld troubleshooting tool. 
+Ruggedized Products 
+T&M’s products include a line of ruggedized products designed for military and commercial applications. The ToughWriter series are ruggedized,
+flightworthy cockpit printers used to print weather maps, communications and other flight critical information. The ToughWriter series meets MIL-STD requirements for shock, vibration and temperature, making it ideal for use on both commercial and
+military aircraft. 
+The ToughSwitch is an eight port,
+ruggedized Ethernet switch that also meets MIL-STD requirements for shock, vibration and temperature. Designed to withstand the rigors of commercial/military aviation and the harsh environments of the battlefield, the ToughSwitch is ideally suited
+for applications where standard or industrial grade hubs will not survive. 
+QuickLabel Products 
+The Company’s QuickLabel product line is composed of a family of high-technology digital color label printers, automatic barcode printers, labelers, and print and apply systems, as well as labeling software and consumables. Innovative
+QuickLabel products continue to change the way companies do business by providing just-in-time, in-plant label production capabilities and labeling automation through the Company’s advanced digital thermal transfer printing technologies.
+QuickLabel’s packaging, barcoding and labeling solutions are used throughout the world. 
+4 
+Table of Contents 
+Digital Color Label Printers 
+QuickLabel digital color label printers are designed to print multiple colors, text and barcodes in a single pass on labels,
+tags and tickets of all kinds. Using Astro-Med’s proprietary MicroCell ™ color halftoning technology, these printers create near lithographic quality labels that can be generated on and printed directly from a customer’s personal computer, mainframe or AS/400 mid-range computing
+platform. 
+The Company’s newest four-color digital label
+printers are the QLS-4100Xe and QLS-8100Xe. The QLS-4100Xe is the Company’s fifth-generation process color printer, which incorporates new features deriving from the Company’s research and development, thermal printing experience, and
+feedback from users around the world. The QLS-8100Xe, an advanced four-color digital label printer, has the capability of printing process color at widths of 8 1 / 2 inches and speeds of up to 7 inches per second. With the Company’s patented Ribbon Ration ™ technology for economizing thermal transfer ribbon, enhanced mechanical design for precise color registration, robust
+performance for long runs, and more user-friendly operation, the QLS-4100Xe is QuickLabel’s flagship. The QLS-8100Xe is a wide format printer that incorporates the same features and provides a solution for customers with requirements to print
+larger labels and signage. 
+QuickLabel’s digital
+color label printer offering also includes the following models: the QLS-2000, QLS-2001, QLS-3000, and QLS-3001. With either two or three print stations, the QLS-2000 and QLS-3000 printers represent the Company’s value line of color printers,
+providing color-labeling solutions for general product identification. The QLS-2001 and QLS-3001 models are used in specialty and niche applications, including the printing of Tyvek pouches used in the packaging of surgical instruments. These models
+also comprise the core of QuickLabel’s Apparel Printing Systems, designed to print apparel care tags, hang tags and price tickets in manufacturing environments, retail applications, and service bureau operations worldwide. 
+Marketing of the QuickLabel printers targets applications such as the private
+labeling of foods and beverages, chemicals and cleaning supplies, pharmaceutical and medical products, personal care products, and others. 
+Barcode Label Printers 
+QuickLabel has a family of barcode label printers: the Pronto series. This line of low-cost, feature-rich barcode printers includes the Pronto 442
+and Pronto 472. Both of these printers have 203 dpi (dots per inch) resolution. The Pronto series also includes the high-resolution 400 dpi Pronto 474 and the 8.6” wide Pronto 843. These competitively-priced Pronto models mark the
+Company’s re-entry into mainline barcode printing applications and serve as important vehicles for the sale of QuickLabel’s thermal transfer ribbon and label products. 
+QuickLabel’s barcode printer line also includes the robust, industrial monochrome barcode printer, the Top Hand ™ QuickLabel -500 printer. With a rugged design for
+harsh environment applications, the Top Hand printer produces labels up to 5 inches wide at speeds of up to 10 inches per second. 
+QuickLabel Software 
+An important component of the Company’s digital printing systems is the software that produces the label formatting and the printing functionality
+required for successful in-plant printing. This software, marketed under the brand name Color QuickLabel ™ , allows customers to tap the true power inherent in the QuickLabel printers. CQL99, a 32-bit Windows ® -based label creation and printing suite, supports high-color imaging, MicroCell ™ image halftoning, full network printing, and multiple database compatibility. CQL99
+software further advances integration of the QuickLabel Systems printers within today’s high-technology production environments. 
+QuickLabel Automatic Label Applicators and Print & Apply Systems 
+To complement the QuickLabel printers, the Company manufactures a line of automatic labelers that can apply labels to all
+types of products, from cartons to primary product packaging to cylindrical containers. 
+5 
+Table of Contents 
+Applicator models include the AD-2800 and AD-2600 roll-on label applicators. The Company also offers a high-speed bottle labeling system utilizing its
+AD-2800 label applicator. The CPA-350, the Company’s ruggedized print and apply system, offers companies the ability to print a label on-demand and apply it to a product as it passes on a conveyor. The CPA-350 can be configured with air tamp,
+air blast, dual apply or corner wrap applicator heads to apply a label to two sides of the same carton or pallet. 
+Consumables: Thermal Transfer Ribbon and Labels 
+Rounding out the QuickLabel products is a wide array of printer consumables including thermal transfer ribbons in many colors and formulations, and both
+paper and synthetic labels and tags. A full line of high quality materials, developed and qualified by the Company, is available to guarantee a finished label that meets almost any requirements from single-use paper labels to garment labels, to
+outdoor signage and product labels. 
+Grass-Telefactor
+Products 
+The Grass-Telefactor product group offers a
+range of instrumentation and supplies for clinical and biomedical research applications. 
+Grass-Telefactor enjoys a reputation built on decades of innovative technology and thoughtful design. The clinical product line includes in-lab or in-hospital integrated systems for clinical EEG and PSG
+(Polysomnography), epilepsy diagnosis and surgery, critical care and intraoperative neuromonitoring. These products offer a variety of features including networking, database and report generation capabilities in addition to powerful data
+acquisition and analysis tools. Grass-Telefactor utilizes a Windows ® -based product line which includes the Beehive ™ Millennium used for long term epilepsy monitoring, the Comet ™ digital EEG system and the recently introduced Comet ™ digital PSG system. The products and services offered by Grass-Telefactor are used worldwide by universities, medical centers, and companies engaged in
+a variety of clinical and research activities. 
+Grass-Telefactor offers a complete line of clinical instruments and research supplies, including stimulators, transducers, electrodes and consumables. The supplies and accessories product line uses e-commerce to reach the market through the
+Grass-Telefactor Online Store, www.grass-telefactor.com. 
+Technology
+The core technologies of the Company relate to (1)
+acquiring data, (2) conditioning the data, (3) displaying the data on hard copy, monitor, or electronic storage media, and finally (4) analyzing the data. All three-product groups of the Company—T&M, QuickLabel and G-T use these
+technologies. 
+The Company is continually improving the
+performance and functionality of core technologies, enabling the Company to lead the competition with innovative products. 
+Patents and Copyrights 
+The Company holds a number of product patents in the United States and in foreign countries. It has filed applications for other patents that are pending.
+The Company has patents covering its T&M recording products as well as several patents for its QuickLabel dual sided label printers and four-color label printers. The Company considers its patents to be important but does not believe that its
+business is materially dependent on them. The Company copyrights its extensive software and registers its trademarks. 
+Manufacturing and Supplies 
+The Company designs its products and manufactures many of the component parts. The balance of the parts is produced to the Company’s specifications
+by suppliers. Raw materials required for the manufacture of products, including parts produced to the Company’s specifications, are generally available from numerous suppliers. 
+6 
+Table of Contents 
+Product Development 
+The Company has maintained an active program of product research and development since its inception. During fiscal 2004, 2003 and 2002, the Company
+incurred costs of $3.7 million, $4.1 million, and $3.7 million, respectively, on Company-sponsored product development. The Company is committed to product development as a requisite to its growth and expects to continue its focus on research and
+development efforts in fiscal 2005. 
+Marketing and Competition
+The Company competes worldwide in many markets including
+clinical and research medicine, aerospace, automotive and general manufacturing. The Company retains a competitive position in its respective markets by virtue of proprietary technology, product reputation, delivery, technical assistance and service
+to customers. 
+The products of the Company are marketed
+worldwide by advertising and promotion using major national and international trade journals, scientific meetings and trade shows, direct mailing campaigns, and the Internet. 
+The products are sold by direct field sales persons as well as independent dealers and representatives. In the United
+States, the Company has direct field sales people located in major cities from coast to coast specializing in either T&M’s Recorders and Data Acquisitions systems, QuickLabel’s Color Label printers and media systems, or G-T
+Neurological Instrumentation products. Additionally, the Company has direct field sales and service centers in Canada, England, France, Germany, Italy and Holland. In the remaining parts of the world, the Company utilizes approximately 80
+independent dealers and representatives selling and marketing its products in 40 countries. In fiscal 2004, 29% of the Company’s revenues were from international sales. 
+The Company has a number of competitors in each of the three products groups and markets that it serves. In the T&M
+area, the Company feels that it leads the field in Data Acquisition Recorders. It competes with the Gould Instrument Division of SPX Technologies and Western Graphtec, the US subsidiary of Graphtec, a Japanese company. 
+In the Color Label Printer product group, the Company believes it leads the
+world in color printing using the thermal transfer printing technology. The Company introduced the very first thermal transfer color printers late in 1995 and to this date faces only one nominal competitor. 
+The Grass-Telefactor products of the Company are devoted to clinical
+applications in EEG, PSG, and Long Term Epilepsy Monitoring (LTM). There are about fourteen companies that compete in one or more of the three modalities (EEG, PSG, LTM) but none are the clear leader. The Company feels it offers superior products
+based upon its long history and pioneering the field since 1935. The Company, unlike most of its competitors, designs, manufactures, and produces complete systems including transducers, amplifiers, sensors, and Windows-based application software.
+Additionally, the Company produces a range of life science products for the research market. Many of the latter products eventually find their way into clinical applications. 
+No single customer accounted for 10% of the Company’s net sales in any of the last three fiscal years. The
+Company’s products were sold to approximately 5,000 customers. 
+International Sales 
+In fiscal 2004, 2003 and
+2002, net sales to customers in various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $16.3 million, $13.0 million, and $13.8 million, respectively. 
+Order Backlog 
+The Company’s backlog fluctuates regularly. It consists of a blend of orders for end user customers as well as original
+equipment manufacturer customers. Manufacturing is geared to forecasted demands and applies a 
+7 
+Table of Contents 
+rapid turn cycle to meet customer expectations. Accordingly, the amount of order backlog does not indicate future sales trends. The Company’s backlog at
+January 31, 2004 and 2003 were $4.3 million and $3.3 million, respectively. 
+Other Information 
+The Company’s business
+is not seasonal in nature; however, the Company’s sales are impacted by the size and complexity of the transactions and as such, can cause fluctuations in sales from quarter to quarter. 
+Most of the Company’s products are generally warranted for one year
+against defects in materials or workmanship. Warranty expenses have generally averaged approximately $280,000 a year for the Company’s last five fiscal years. 
+As of March 19, 2004 the Company employed approximately 350 persons. The Company is generally able to satisfy its employment
+requirements. No employees are represented by a union. The Company believes that employee relations are good.

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+Item 13. Certain Relationships and Related Transactions 
+The response to this item is incorporated by reference to the Company’s definitive proxy statement for the 2004 annual meeting of shareholders.

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+Item 9A. Controls and Procedures 
+As required by Rule 13a-15 under the Exchange Act of 1934, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end
+of the period covered by this report. This evaluation was carried out under the supervision and with the participation 
+18 
+Table of Contents 
+of the Company’s management, including the Company’s Chairman of the Board and Chief Executive Officer and the Company’s Chief Financial
+Officer. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this report. 
+There have been no significant changes in the Company’s internal control
+over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting. 
+PART III

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+Related Party Transactions 
+The law firm of Hinckley Allen & Snyder LLP, of which Mr. Hopkins is a retired partner, provides legal services to the Company. 
+The Company employs a son-in-law of Mr. Ondis, Eric Menke, as Manager of
+International Dealer Sales, and during the fiscal year ended January 31, 2005 paid him $87,088 in salary and commissions. The Company also employs two sons of Mr. Pizzuti, Eric Pizzuti, as National Sales Manager (QuickLabel Systems), and William
+Pizzuti, as Regional Sales Manager (QuickLabel Systems), to whom the Company paid $102,257 and $119,163 respectively in salary and commissions during the fiscal year ended January 31, 2005. In addition, the Company made matching contributions for
+the fiscal year under its qualified Profit-Sharing Plan of $1,271 to Eric Menke, $1,823 to Eric Pizzuti and $1,714 to William Pizzuti. 
+9 
+Other than as described above or contained in the section entitled “Indebtedness of
+Management”, no officer, director or nominee for director of the Company or any associate of any of the foregoing had during the fiscal year ended January 31, 2005 any material interest, direct or indirect, in any material transaction or any
+material proposed transaction to which the Company was or is to be a party. 
+Performance Graph 
+Set forth below is a line
+graph comparing the cumulative total return on the Company’s common stock against the cumulative total return of a NASDAQ market index and a peer index for the period of five fiscal years ended January 31, 2005. The University of Chicago’s
+Center for Research in Security Prices (CRSP) total return index for the NASDAQ Stock Market is calculated using all companies which trade on the NASDAQ National Market System (NMS) or on the NASDAQ supplemental listing. It includes both domestic
+and foreign companies. The index is weighted by the then current shares outstanding and assumes dividends reinvested. The return is calculated on a monthly basis. The peer group index, the CRSP Index for NASDAQ Electronic Components Stock designated
+below as the industry index, is comprised of companies classified as electronic equipment manufacturers. The total returns assume $100 invested on February 1, 2000 with reinvestment of dividends.

raw/filings/0000008146/2004/0001193125-05-080395/filing_metadata.csv

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+0000008146,ALOT,"AstroNova, Inc.",10-K,2005-04-20,2005-01-31,2005-04-20T18:03:29.000Z,0001193125-05-080395,d10k.htm,FORM 10-K,758062,0,0,https://www.sec.gov/Archives/edgar/data/8146/000119312505080395/d10k.htm,https://www.sec.gov/Archives/edgar/data/8146/000119312505080395/,2004,2004,1

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+Item 1. Business 
+General 
+Astro-Med, Inc. (the Company) is an
+enterprise that is strategically structured to design, develop, manufacture and distribute a diverse line of technology-advanced products and services. The Company is organized around a suite of core competencies including research &
+development, manufacturing, information technology and administrative management. The Company markets and sells its products and services through three distinct product groups; Test & Measurement (T&M), QuickLabel ® Systems (QuickLabel), and Grass-Telefactor (G-T). T&M develops and manufactures data acquisition
+instruments that serve the test and measurement market. QuickLabel develops and manufactures color printers and consumable products that serve the product identification market. Grass-Telefactor develops and manufactures clinical products for
+electroencephalography (EEG and epilepsy monitoring), polysomnography (PSG – Sleep monitoring), biomedical research instrumentation and supplies that serve the life sciences market. The Company’s products are distributed both domestically
+and internationally through its direct sales force and authorized distributors and agents located in approximately forty countries. Approximately 30% of the Company’s sales in fiscal 2005 were made outside of the United States. 
+The Company and its subsidiaries and their representatives may from time to
+time make written or oral statements, including statements contained in the Company’s filings with the Securities and Exchange Commission (SEC) and in its reports to shareholders which constitute or contain “forward-looking
+statements” as defined in the Private Securities Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases. 
+All statements, other than statements of historical facts included in this annual report and the letter to our shareholders distributed in connection with
+our annual meeting regarding the Company’s financial position and operating and strategic initiatives and addressing industry developments are forward-looking statements. Where, in any forward-looking statement, the Company or its management
+expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be
+achieved or accomplished. Factors which could cause actual results to differ materially from those anticipated include, but are not limited to, general economic, financial and business conditions; declining demand in the test and measurement
+markets, especially defense and aerospace; continued acceptance of the Grass-Telefactor suite of new products by the clinical and research markets: successful expansion of the Test & Measurement ruggedized products in the avionics market;
+competition in the specialty printer industry; ability to develop market acceptance of the QuickLabel color printer products and effective design of customer required features; competition in the data acquisition industry; competition in the
+neurophysiology industry; the impact of changes in foreign currency exchange rates on the results of operations; the ability to identify attractive acquisition candidates and to successfully effect and integrate acquisitions; the ability to realize
+any anticipated cost reductions from restructuring and streamlining the business; the business abilities and judgment of personnel and changes in business strategy. 
+Narrative Description of Business 
+Products 
+Overview 
+The Company develops and manufactures systems that have the ability to acquire electronic data, process, analyze, store and present the data in a variety
+of useable forms. The T&M data acquisition systems record scientific signals and print the output onto charts or electronic media. The QuickLabel color printer systems and consumable products create product and packaging labels and tags in one
+or many colors. The Grass-Telefactor 
+3 
+Table of Contents 
+products electronically capture and record neurological data that is used to diagnose epilepsy or to study sleep disorders. The Company supplies a range of
+products that include the hardware, software and consumables to customers who are in a variety of industries. 
+T&M Products 
+The Company’s T&M products are a comprehensive line of data recording instruments for the aerospace, automotive, pulp and paper, metal mill,
+transportation and manufacturing industries. These recording solutions provide customers with a complete record of their data, whether they are troubleshooting a process, performing preventative maintenance or gathering mission critical data. The
+ruggedized products include printers and Ethernet switches designed to withstand the rigors of airborne and other military and avionic applications. 
+Using cutting edge technologies, T&M products are designed to handle customer’s ever-changing requirements now and into the future. 
+Telemetry Recorders 
+The Everest Telemetry-Recorder Workstation is the flagship product of
+T&M’s line of telemetry recorders. Designed for the unique requirements of the aerospace and defense industries, the Everest provides engineers with vital data on test products during pre-flight checkout and flight tests. Intended to
+seamlessly integrate into off-the-shelf telemetry systems, the Everest is used to test fighter planes, missiles, helicopters, satellites and commercial aircraft. During flight test, the Everest provides engineers with real-time access to data to
+allow them to make split second decisions and prevent costly retesting. After flight test, data from the Everest is available in both paper and digital formats, allowing engineers to analyze data faster than ever before. 
+The Everest product line was expanded in fiscal 2005 with new products
+designed to address the changing needs of flight test and other aerospace customers. The new Vdis Visual space Software, which will be introduced in fiscal 2006, will give customers the real-time visual display of the Everest on the PC. The
+Real-Chart NP (network printer) provides a continuous feed, real-time strip chart printout in a small form factor. Both of these products have the same host control protocol and Ethernet digital data input as the Everest, making it easier to
+integrate multiple systems together. With the addition of these products, Astro-Med now offers engineers display and recording capability in a variety of different formats. 
+Dash Series Data Acquisition Recorders 
+The Company’s Dash Series recorders are used as maintenance and troubleshooting tools for pulp and paper mills, power
+plants, transportation test centers, steel mills, automotive R&D centers and manufacturing plants. With downtime costing these facilities tens of thousands of dollars per day, the Dash Series data acquisition recorders can pay for themselves by
+preventing a single outage. Completely self-contained in rugged aluminum cases, the Dash Series data acquisition recorders are ideally suited for use in harsh environments where computer-based or other systems will not perform. 
+The Dash 2EZ, Dash 8X and Dash 18 represent the Company’s Dash series of
+data acquisition recorders. The Dash 2EZ is the latest data acquisition recorder to be introduced and expands the Company’s reach into the handheld data recording market. With a touchscreen display, built-in chart recorder and integral data
+acquisition in a system weighing seven pounds, the Dash 2EZ is the ideal handheld troubleshooting tool. 
+The Dash series recorders are continuously improved and upgraded using the latest available technology. Recent enhancements include upgrades to Windows
+XP, Gbit Ethernet, USB 2.0 and DVD+-RW, making it easier than ever for a customer to interface these recorders with a PC. 
+Ruggedized Products 
+T&M’s products include a line of ruggedized products designed for military and commercial applications. The ToughWriter series are ruggedized,
+flightworthy cockpit printers used to print weather maps, communications and other flight critical information. The ToughWriter series meets MIL-STD requirements for 
+4 
+Table of Contents 
+shock, vibration and temperature, making it ideal for use on both commercial and military aircraft. Versions with multiple Ethernet ports and other
+interfaces and various mounting configurations are available, making the ToughWriter series compatible with most military and commercial cockpits. 
+The ToughSwitch is an eight port, ruggedized Ethernet switch that also meets MIL-STD requirements for shock, vibration and temperature. Designed to
+withstand the rigors of commercial/military aviation and the harsh environments of the battlefield, the ToughSwitch is ideally suited for applications where standard or industrial grade hubs will not survive, including airborne, shipboard and other
+military applications. 
+QuickLabel Products 
+The Company’s QuickLabel Systems product group
+provides a complete system for producing “the labels that you want when you need them.” QuickLabel’s flagship products, the digital color label printers, and its line of entry-level barcode/single-color digital label printers, are
+used by manufacturers and producers to print short runs of custom labels in-house. QuickLabel’s printing supplies and label creation software are integral parts of the printing system that enhance output quality and user experience. 
+Digital Color Label Printers 
+QuickLabel digital color label printers are sold via a direct sales force
+throughout the US, Canada, and Western Europe, and serviced by a factory-trained, direct technical support staff. In the rest of the world, QuickLabel uses a broad network of dealers to sell and support its products. QuickLabel’s unique
+labeling solutions are aimed at label printing applications in which product packaging requires frequent content changes. QuickLabel digital color label printers fill a critical need in environments which require on-demand flexibility to package
+multiple product variations, and to add value to the product itself, as in private labeling, to produce OEM packaging, and to customize virtually any product. Industries that require instant label production flexibility include food and beverage,
+foodservice distribution, grocery retailing, chemical and sanitary supplies, pharmaceutical and medical products, personal care products, advertising specialties, tire manufacturing, and apparel, among others. 
+QuickLabel digital color label printers are designed to print color graphics,
+text, barcodes, and any other label content directly from a computer onto pressure-sensitive labels and non-adhesive rollstock packaging materials. The Company’s current line of CMYK process-color label printers include the wide-format
+QLS-8100 Xe model and the standard-width QLS-4100 Xe model. Both printers incorporate Ribbon Ration ™ , the Company’s patented technology for economizing thermal transfer ribbon. The Company’s new QLS-3000 Xe model, introduced in the first quarter of fiscal 2006, produces labels
+in CMY process-color or up to three spot colors. These printers are aimed to serve the in-house label production needs of the general packaging market. 
+The QLS-3001 Xe and QLS-2001 Xe printers, which will be introduced in the first quarter of fiscal 2006, are aimed at the apparel market and are designed
+to produce double-sided and single-sided hang tags and care labels. These systems are sold to apparel applications by Avery Dennison under the terms of an exclusive distribution agreement. 
+Barcode/Single Color Label Printers 
+QuickLabel’s barcode printer family, known as the Pronto! series,
+serves the needs of two groups of users: businesses that require simple automatic identification for products and shipments, and businesses that are taking the first step into in-house custom label printing. 
+Each Pronto! printer model offers a special value to price ratio. The Pronto!
+500 printer, due to be released in fiscal 2006, is a high-speed, high-throughput printer aimed at applications that require rapid processing of variable information as well as fast print speed. The Pronto! 472+ printer is a moderate speed, moderate
+duty, moderately priced printer aimed at traditional barcode label printing applications. The Pronto! 474 printer is designed to satisfy the desire for high-resolution label printing at an entry-level price. The Pronto! 843 printer serves the demand
+for wide format label printing. 
+5 
+Table of Contents 
+QuickLabel Printing Services 
+QuickLabel uses its own digital label printers to produce revenue as a commercial “quick print” operation.
+QuickLabel printers are used by the Company just as a customer might use them: to fulfill orders for “short runs” of custom printed labels rapidly, without waiting for printing plates to be made. QuickLabel fulfills orders for long-run
+label printing services with its five commercial flexographic printing and converting presses. 
+QuickLabel Software 
+Custom QuickLabel is an integral part of the QuickLabel printing system, and was designed by the same team of engineers who designed the digital label printers. The latest generation of QuickLabel’s proprietary user-friendly label
+creation software offers significant new tools for simplifying label creation and for controlling and enhancing label output. The Company’s patented MicroCell ® half-toning algorithms have been improved in this latest version of the software, so that printers driven by Custom QuickLabel now
+render process-color print quality that more closely approximates digital artwork. 
+Consumables: Printing Supplies 
+QuickLabel’s digital label printers generate revenue through label, tag and thermal transfer ribbon consumables sales. The Company engineers and manufactures certain unique printing supplies especially for use in optimizing the
+performance of the QuickLabel brand of digital label printers. The Company also manufactures industry-standard printing supplies that meet the requirements of all other major brands of desktop and tabletop label printers. QuickLabel has a specially
+trained sales staff to sell printing supplies. 
+Grass-Telefactor Products 
+The
+Grass-Telefactor Product Group offers a range of instrumentation and supplies for clinical and biomedical research applications. Grass-Telefactor enjoys a reputation built on over 70 years of innovative technology, thoughtful design and high quality
+manufacturing. Grass-Telefactor products are used worldwide by universities, medical centers and companies engaged in a variety of clinical and research activities. 
+Clinical Products: 
+The clinical product line includes in-lab, in-hospital, and ambulatory integrated systems for clinical EEG and PSG, epilepsy diagnosis and surgery,
+critical care and intraoperative neuromonitoring. These products offer a variety of features including networking, database and report generation capabilities in addition to powerful data acquisition and analysis tools. Grass-Telefactor utilizes a
+Windows ® -based product line which includes the
+highly successful Beehive ® Millennium used for
+long-term epilepsy monitoring, the Comet ® digital
+EEG system and the Comet ® digital PSG system.
+The newest instrumentation introduced by Grass-Telefactor
+includes an all-new, very compact, amplifier which allows both tethered and ambulatory recording. The new Beehive ® Horizon long-term epilepsy monitoring system allows the patient to disconnect from the system for a period of time without loss of data. The amplifier runs off an internal battery and
+records data to a CompactFlash memory card. Likewise, the AURA24 ™ Ambulatory EEG System permits 24 hours of ambulatory recording for in-home or in-hospital use. The new SleepTrek ® Portable Sleep Screener is designed to assist the clinician in the diagnosis of sleep-disordered breathing. 
+The latest software enhancements include Fully-Automated Sleep Staging which
+will stage an all-night sleep study in less than one minute, where it normally took a sleep technician hours of work, and the Neuromonitoring software, which allows seizure detection in the OR/ICU. 
+Grass-Telefactor also offers the widest range of accessory instruments
+designed for use with these clinical products, including Nurse Alarm Systems, Digital Video/Audio equipment, etc. 
+6 
+Table of Contents 
+Research Products: 
+The research neurophysiological recording instrumentation includes world-renowned Stimulators, Amplifiers, Amplifier
+Systems, Neurodata Acquisition Systems, Data Acquisition and Analysis Software for use in a very wide range of applications. Grass-Telefactor’s commitment to high quality and reliability have made these instruments the neurophysiologists’
+workhorse for data acquisition and analysis. 
+The newest high
+performance Amplifiers and Stimulator include new touch-pad controls and very compact packaging. The digital controls permit precise measurements. The new GrassLab Software is intended for research applications in cardiology, physiology,
+pharmacology, neurology, neurophysiology and other life science fields. 
+Accessory and Consumable Products: 
+A complete
+line of electrodes, electrode application products, transducers, and accessories is also available. With over 70 years experience in electrode design and manufacture, we can boast that these are the finest electrodes in the world. Genuine Grass
+Precious Metal Electrodes are precision handcrafted in an exclusive 12-step manufacturing process. The result is superior quality that assures the customer of reliable, accurate recordings. They are the gold standard of electrodes. 
+The Clinical and Research Supplies and Accessories use e-commerce to reach
+the market through the Grass-Telefactor Online Store, www.grass-telefactor.com. 
+Technology 
+The core technologies of the
+Company relate to (1) acquiring data, (2) conditioning the data, (3) displaying the data on hard copy, monitor, or electronic storage media, and finally (4) analyzing the data. All three-product groups of the Company—T&M, QuickLabel and G-T
+use these technologies to provide turnkey solutions to a variety of industrial and medical markets. 
+The Company is continually improving the performance and functionality of core technologies, enabling the Company to lead the competition with innovative
+products. 
+Patents and Copyrights 
+The Company holds a number of product patents in the United States and in
+foreign countries. It has filed applications for other patents that are pending. The Company has patents covering its T&M recording products as well as several patents for its QuickLabel dual sided label printers and four-color label printers.
+The Company considers its patents to be important, but does not believe that its business is materially dependent on them. The Company copyrights its extensive software and registers its trademarks. 
+Manufacturing and Supplies 
+The Company designs its products and manufactures many of the component
+parts. The balance of the parts is produced to the Company’s specifications by suppliers. Raw materials required for the manufacture of products, including parts produced to the Company’s specifications, are generally available from
+numerous suppliers. 
+Product Development 
+The Company has maintained an active program of product research and
+development since its inception. During fiscal 2005, 2004 and 2003, the Company incurred costs of $4.0 million, $3.7 million, and $4.1 million, respectively, on Company-sponsored product development. The Company is committed to product development
+as a requisite to its growth and expects to continue its focus on research and development efforts in fiscal 2006. 
+7 
+Table of Contents 
+Marketing and Competition 
+The Company competes worldwide in many markets including clinical and research medicine, aerospace, automotive and general
+manufacturing. The Company retains a competitive position in its respective markets by virtue of proprietary technology, product reputation, delivery, technical assistance and service to customers. 
+The Company markets its products worldwide by advertising and promotion using
+major national and international trade journals, scientific meetings and trade shows, direct mailing campaigns, and the internet. 
+The products are sold by direct field sales persons as well as independent dealers and representatives. In the United States, the Company has direct field
+sales people located in major cities from coast to coast specializing in either T&M’s Recorders and Data Acquisitions systems, QuickLabel’s Color Label printers and media systems, or G-T Neurological Instrumentation products.
+Additionally, the Company has direct field sales and service centers in Canada, England, France, Germany, Italy and Holland. In the remaining parts of the world, the Company utilizes approximately 80 independent dealers and representatives selling
+and marketing its products in 40 countries. 
+The Company has a
+number of competitors in each of the three products groups and markets that it serves. In the T&M area, the Company feels that it leads the field in Data Acquisition Recorders. It competes with the Gould Instrument Division of SPX Technologies
+and Western Graphtec, the U.S. subsidiary of Graphtec, a Japanese company. 
+In the Color Label Printer product group, the Company believes it leads the world in color printing using the thermal transfer printing technology. The Company introduced the very first thermal transfer color printers
+late in 1995 and to this date faces only one nominal competitor. 
+The Grass-Telefactor products of the Company are devoted to clinical applications in EEG, PSG, and Long Term Epilepsy Monitoring (LTM). There are about fourteen companies that compete in one or more of the three modalities (EEG, PSG, LTM),
+but none are the clear leader. The Company feels it offers superior products based upon its long history and pioneering in the field since 1935. The Company, unlike most of its competitors, designs, manufactures and produces complete systems
+including transducers, amplifiers, sensors, and Windows-based application software. Additionally, the Company produces a range of life science products for the research market. Many of the latter products eventually find their way into clinical
+applications. 
+No single customer accounted for 10% of the
+Company’s net sales in any of the last three fiscal years. The Company’s products were sold to approximately 5,000 customers. 
+International Sales 
+In fiscal 2005, 2004 and 2003, net sales to customers in various geographic areas outside the United States, specifically in Canada and Western Europe,
+amounted to $17.0 million, $16.3 million, and $13.0 million, respectively. 
+Order Backlog 
+The Company’s backlog
+fluctuates regularly. It consists of a blend of orders for end user customers as well as original equipment manufacturer customers. Manufacturing is geared to forecasted demands and applies a rapid turn cycle to meet customer expectations.
+Accordingly, the amount of order backlog does not indicate future sales trends. The Company’s backlog at January 31, 2005 and 2004 was $3.1 million and $4.3 million, respectively. 
+Other Information 
+The Company’s business is not seasonal in nature; however, the Company’s sales are impacted by the size and complexity of the transactions and
+as such, can cause fluctuations in sales from quarter to quarter. 
+8 
+Table of Contents 
+Most of the Company’s products are generally warranted for one year against defects in materials or
+workmanship. Warranty expenses have generally averaged approximately $323,000 a year for the Company’s last five fiscal years. 
+As of January 31, 2005, the Company employed approximately 361 persons. The Company is generally able to satisfy its employment requirements. No employees
+are represented by a union. The Company believes that employee relations are good.

raw/filings/0000008146/2004/0001193125-05-080395/item13.txt

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+Item 13. Certain Relationships and Related Transactions 
+The response to this item is incorporated by reference to the Company’s definitive proxy statement for the 2005 annual meeting of shareholders.

raw/filings/0000008146/2004/0001193125-05-080395/item9a.txt

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+Item 9A. Controls and Procedures 
+As required by Rule 13a-15 under the Exchange Act of 1934, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end
+of the period covered by this report. This evaluation was carried out under the supervision and with the participation 
+19 
+Table of Contents 
+of the Company’s management, including the Company’s Chairman of the Board and Chief Executive Officer and the Company’s Chief Financial
+Officer. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this report. 
+There have been no significant changes in the Company’s internal control
+over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting. 
+The Company will initiate activities related to the assessment of its
+internal control environment in preparation for the compliance requirements of Section 404 of the Sarbanes-Oxley Act of 2002. In its assessment management will use the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
+Commission (“COSO”) in Internal Control-Integrated Framework. Management is required to disclose its assessment of the effectiveness of the Company’s internal controls and have its outside auditors attest such assessment by the fiscal
+year ending January 31, 2007. 
+PART III

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+Related Party Transactions 
+The law firm of Hinckley Allen & Snyder LLP, of which Mr. Hopkins is a retired partner, provides legal
+services to the Company. 
+The Company employs a son-in-law of
+Mr. Ondis, Eric Menke, as Manager of International Dealer Sales, and during the fiscal year ended January 31, 2006 paid him $82,319 in salary and commissions. The Company also employs three sons of Mr. Pizzuti: Eric Pizzuti, as
+National Sales Manager (QuickLabel Systems), William Pizzuti, as Regional Sales Manager (QuickLabel Systems), and Christopher Pizzuti, as Dealer Sales Manager (QuickLabel Systems), to whom the Company paid $95,863, $127,056 and $68,459,
+respectively, in salary and commissions during the fiscal year ended January 31, 2006. In addition, the Company made matching contributions for the fiscal year under its qualified Profit-Sharing Plan of $1,314 to Eric Menke, $1,494 to Eric
+Pizzuti, $1,952 to William Pizzuti and $498 to Christopher Pizzuti. 
+Other than as described above or contained in the section entitled “Indebtedness of Management”, no officer, director or nominee for director of the Company or any associate of any of the foregoing had during the fiscal year ended
+January 31, 2006 any material interest, direct or indirect, in any material transaction or any material proposed transaction to which the Company was or is to be a party. 
+11 
+Performance Graph 
+Set forth below is a line graph comparing the cumulative total return on the Company’s common stock against the cumulative total return of a NASDAQ
+market index and a peer index for the period of five fiscal years ended January 31, 2006. The University of Chicago’s Center for Research in Security Prices (CRSP) total return index for the NASDAQ Stock Market is calculated using all
+companies which trade on the NASDAQ National Market System (NMS) or on the NASDAQ supplemental listing. It includes both domestic and foreign companies. The index is weighted by the then current shares outstanding and assumes dividends reinvested.
+The return is calculated on a monthly basis. The peer group index, the CRSP Index for NASDAQ Electronic Components Stock designated below as the industry index, is comprised of companies classified as electronic equipment manufacturers. The total
+returns assume $100 invested on February 1, 2001 with reinvestment of dividends.

raw/filings/0000008146/2005/0001193125-06-080376/filing_metadata.csv

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raw/filings/0000008146/2005/0001193125-06-080376/item1.txt

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+Item 1. Business 
+General 
+Astro-Med, Inc. (the Company) designs, develops, manufactures and distributes a broad range of specialty printers and electronic instruments which
+incorporate advance technologies including both hardware and software. Target markets for products of the Company include Aerospace, Automotive, Transportation, Communications, Computer Peripherals, Apparel, Food and Beverages, Chemicals,
+Distribution, Life Sciences, and General Manufacturing. 
+The Company’s products are distributed through its own domestic and
+international sales force in North America and Western Europe and by authorized dealers elsewhere in the world. Approximately 30% of the Company’s sales in fiscal 2006 were outside the United States. 
+The Company and its subsidiaries and their representatives may from time to time make written or oral statements, including statements contained in the
+Company’s filings with the Securities and Exchange Commission (SEC) and in its reports to shareholders which constitute or contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 or by
+the SEC in its rules, regulations and releases. 
+All statements, other than statements of historical facts included in this annual report
+and the letter to our shareholders distributed in connection with our annual meeting regarding the Company’s financial position and operating and strategic initiatives and addressing industry developments are forward-looking statements. Where,
+in any forward-looking statement, the Company or its management expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance
+that the statement of expectation or belief will result or be achieved or accomplished. Factors which could cause actual results to differ materially from those anticipated include, but are not limited to, general economic, financial and business
+conditions and those detailed herin under Item 1A, “Risk Factors” and from time to time in other filings with the SEC. 
+Narrative Description of Business 
+Product Overview 
+The Company develops and manufactures systems that have the ability to acquire, process, analyze, store and present electronic data in a variety of useable forms. The Company sells its product under brand names
+including Astro-Med (T&M), QuickLabel Systems (QuickLabel) and Grass-Telefactor (G-T). Products sold under the Astro-Med brand acquire and record data and print the output onto charts or electronic media. Products sold under the QuickLabel
+Systems brand create product and packaging labels and tags in one or many colors. Products sold under the Grass-Telefactor brand electronically capture and record neurological data that is used to diagnose epilepsy or to study sleep disorders. The
+Company supplies a range of products that include hardware, software and consumables to customers who are in a variety of industries. 
+Products sold under the Astro-Med brand include Toughwriter page printers and Tough Switches for use in passenger and military aircraft. These and other similar products are ruggedized and comply with rigorous MIL-STD specifications for
+operation under extreme environmental conditions. The Company’s Toughwriters will be used in the new Boeing 787 and Airbus A380, as well as the C-17 and C-130 military cargo planes. 
+3 
+Table of Contents 
+Other products sold under the Astro-Med brand include the Everest, a telemetry workstation used widely in
+the aerospace industry to monitor and track space vehicles, aircraft, and missiles under test. The Everest ranges in price from $18,000 to $35,000 depending on features and options selected. 
+The Astro-Med brand Dash Series constitute a family of portable electronic data acquisition systems which are used as maintenance and troubleshooting
+instruments for pulp, paper, and metal mills, power plants, automotive R & D centers and manufacturing plants. Included in the Dash Series are the Dash 2EZ, Dash 8X, Dash 8HF, Dash 8XPM and the Dash 18 and they range in price from $3,500 to
+$20,000 depending on model and features and options selected. 
+Products sold under the QuickLabel System brand include a family of digital
+color label printers including the Vivo!, the first electrophotographic roll-to-roll printer, the QLS-4100 XE, the QLS-8100 XE, the QLS-2000, the QLS-3000 thermal transfer label printers, as well as a line of monochrome thermal transfer digital
+label printers including the Pronto! Series which total four models which are used to print bar code labels. 
+QuickLabel digital color
+label printers are sold via a direct sales force throughout the US, Canada, and Western Europe, and serviced by a factory-trained, direct technical support staff. In the rest of the world, QuickLabel uses a broad network of dealers to sell and
+support its products. QuickLabel’s unique labeling solutions are aimed at label printing applications in which product packaging requires frequent content changes. QuickLabel digital color label printers fill a critical need in environments
+which require on-demand flexibility to package multiple product variations, and to add value to the product itself, as in private labeling, to produce OEM packaging, and to customize virtually any product. Industries that require instant label
+production flexibility include food and beverage, foodservice distribution, grocery retailing, chemical and sanitary supplies, pharmaceutical and medical products, personal care products, advertising specialties, tire manufacturing, and apparel,
+among others. 
+Custom QuickLabel, a custom label creation software package, is an integral part of the QuickLabel printing system, and was
+designed by the same team of engineers who designed the digital label printers. The latest generation of QuickLabel’s proprietary user-friendly label creation software offers significant new tools for simplifying label creation and for
+controlling and enhancing label output. The Company’s patented MicroCell ® half-toning
+algorithms have been improved in this latest version of the software, so that printers driven by Custom QuickLabel now render process-color print quality that closely approximates digital artwork. 
+QuickLabel digital label printers generate revenue through label, tag, thermal transfer ribbon and toner cartridge consumables sales. The Company
+engineers and manufactures unique printing supplies especially for use in optimizing the performance of the QuickLabel brand of digital label printers. 
+Products sold under the Grass-Telefactor brand include systems, instruments and software products to detect, amplify, and display the electrical activity of the human brain commonly called electroencephalography
+(EEG). EEG data is used by clinicians to diagnose epilepsy and other neurological conditions including sleep apnea. 
+Included in the
+Grass-Telefactor line of products are the Comet, the Aura, the wireless Aura PSG, and the Beehive. These systems are all operated under the Twin software system, a Windows-based multi-module software program developed by the Company over the past
+six years. Included also is a line of amplifiers, electrodes, transducers and stimulators used by clinicians and researchers. 
+Products
+sold under the Grass-Telefactor brand are sold to hospitals, sleep centers and clinics. All Grass-Telefactor products which are connected to the human body are controlled by the Food and Drug Administration (FDA). 
+4 
+Table of Contents 
+Technology 
+The core technologies of the Company relate to (1) acquiring data, (2) conditioning the data, (3) displaying the data on hard copy, monitor, or electronic storage media, and finally (4) analyzing the data. 
+The Company is continually improving the performance and functionality of core technologies, enabling the Company to lead the competition with innovative
+products. 
+Patents and Copyrights 
+The
+Company holds a number of product patents in the United States and in foreign countries. It has filed applications for other patents that are pending. The Company considers its patents to be important, but does not believe that its business is
+materially dependent on them. The Company copyrights its extensive software and registers its trademarks. 
+Manufacturing and Supplies 
+The Company designs its products and manufactures many of the component parts. The balance of the parts are produced to the Company’s specifications
+by suppliers. Raw materials required for the manufacture of products, including parts produced to the Company’s specifications, are generally available from numerous suppliers. However, the Company does obtain certain components of our products
+and certain finished products from sole sources. 
+Product Development 
+The Company has maintained an active program of product research and development since its inception. During fiscal 2006, 2005 and 2004, the Company incurred costs of $4.0 million, $4.0 million, and $3.7 million,
+respectively, on Company-sponsored product development. The Company is committed to product development as a requisite to its growth and expects to continue its focus on research and development efforts in fiscal 2007. 
+Marketing and Competition 
+The Company competes
+worldwide in many markets including clinical and research medicine, aerospace, automotive and general manufacturing. The Company retains a competitive position in its respective markets by virtue of proprietary technology, product reputation,
+delivery, technical assistance and service to customers. 
+The Company markets its products worldwide by advertising and promotion using
+major national and international trade journals, scientific meetings and trade shows, direct mailing campaigns, and the internet. 
+The
+products are sold by direct field sales persons as well as independent dealers and representatives. In the United States, the Company has direct field sales people located in major cities from coast to coast specializing in either T&M Recorders
+and Data Acquisitions systems, QuickLabel Color Label printers and media systems, or G-T Neurological Instrumentation products. Additionally, the Company has direct field sales and service centers in Canada, England, France, Germany, Italy and
+Holland. In the remaining parts of the world, the Company utilizes approximately 80 independent dealers and representatives selling and marketing its products in 40 countries. 
+The Company has a number of competitors in each of the markets that it serves. In the T&M area, the Company feels that it leads the field in Data
+Acquisition Recorders. It competes with the Gould Instrument Division of SPX Technologies. 
+In the Color Label Printer field, the Company
+believes it leads the world in color printing using the thermal transfer printing technology. The Company introduced the very first thermal transfer color printers late in 1995. The Company believes it is the first to introduce an electrophotgraphic
+roll-to-roll color label printer 
+5 
+Table of Contents 
+The Grass-Telefactor products of the Company are devoted to clinical applications in EEG, PSG, and Long
+Term Epilepsy Monitoring (LTM). There are about fourteen companies that compete in one or more of the three modalities (EEG, PSG, LTM), but none are the clear leader. The Company feels it offers superior products based upon its long history and
+pioneering efforts in the field since 1935. The Company, unlike most of its competitors, designs, manufactures and produces complete systems including transducers, amplifiers, sensors, and Windows-based application software. Additionally, the
+Company produces a range of life science products for the research market. Many of the latter products eventually find their way into clinical applications. 
+No single customer accounted for 10% of the Company’s net sales in any of the last three fiscal years. The Company’s products were sold to approximately 5,000 customers. 
+International Sales 
+In fiscal 2006, 2005 and 2004,
+net sales to customers in various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $17.6 million, $17.0 million, and $16.3 million, respectively. 
+Order Backlog 
+The Company’s backlog fluctuates
+regularly. It consists of a blend of orders for end user customers as well as original equipment manufacturer customers. Manufacturing is geared to forecasted demands and applies a rapid turn cycle to meet customer expectations. Accordingly, the
+amount of order backlog does not indicate future sales trends. The Company’s backlog at January 31, 2006 and 2005 was $5.6 million and $3.1 million, respectively. 
+Other Information 
+The Company’s business is not seasonal in nature; however, the Company’s
+sales are impacted by the size and complexity of the transactions, which can cause fluctuations in sales from quarter to quarter. 
+Most of
+the Company’s products are generally warranted for one year against defects in materials or workmanship. Warranty expenses have generally averaged approximately $357,000 a year for the Company’s last five fiscal years. 
+As of January 31, 2006, the Company employed approximately 375 persons. The Company is generally able to satisfy its employment requirements. No
+employees are represented by a union. The Company believes that employee relations are good.

raw/filings/0000008146/2005/0001193125-06-080376/item13.txt

@@ -0,0 +1,5 @@
+Item 13. Certain Relationships and Related Transactions 
+The response to this item is
+incorporated by reference to the Company’s definitive proxy statement for the 2006 annual meeting of shareholders. 
+21 
+Table of Contents

raw/filings/0000008146/2005/0001193125-06-080376/item9a.txt

@@ -0,0 +1,13 @@
+Item 9A. Controls and Procedures 
+As required by Rule 13a-15 under the Exchange Act
+of 1934, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. This evaluation was carried out under the
+supervision and with the participation of the Company’s management, including the Company’s Chairman of the Board and Chief Executive Officer and the Company’s Chief Financial Officer. Based upon that evaluation, the Chief Executive
+Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this report. 
+There have been no significant changes in the Company’s internal control over financial reporting during the Company’s most recent fiscal
+quarter that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting. 
+The
+Company will initiate activities related to the assessment of its internal control environment in preparation for the compliance requirements of Section 404 of the Sarbanes-Oxley Act of 2002. In its assessment management will use the criteria
+set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Management is required to disclose its assessment of the effectiveness of the Company’s internal
+controls and have its outside auditors attest such assessment by the fiscal year ending January 31, 2008. 
+19 
+Table of Contents

raw/filings/0000008146/2005/0001193125-06-080376/rpt_disclosure.txt

@@ -0,0 +1,17 @@
+Related Party Transactions 
+The law firm of Hinckley Allen & Snyder LLP, of which Mr. Hopkins is a retired partner, provides legal
+services to the Company. 
+The Company employs a son-in-law of
+Mr. Ondis, Eric Menke, as Manager of International Dealer Sales, and during the fiscal year ended January 31, 2006 paid him $82,319 in salary and commissions. The Company also employs three sons of Mr. Pizzuti: Eric Pizzuti, as
+National Sales Manager (QuickLabel Systems), William Pizzuti, as Regional Sales Manager (QuickLabel Systems), and Christopher Pizzuti, as Dealer Sales Manager (QuickLabel Systems), to whom the Company paid $95,863, $127,056 and $68,459,
+respectively, in salary and commissions during the fiscal year ended January 31, 2006. In addition, the Company made matching contributions for the fiscal year under its qualified Profit-Sharing Plan of $1,314 to Eric Menke, $1,494 to Eric
+Pizzuti, $1,952 to William Pizzuti and $498 to Christopher Pizzuti. 
+Other than as described above or contained in the section entitled “Indebtedness of Management”, no officer, director or nominee for director of the Company or any associate of any of the foregoing had during the fiscal year ended
+January 31, 2006 any material interest, direct or indirect, in any material transaction or any material proposed transaction to which the Company was or is to be a party. 
+11 
+Performance Graph 
+Set forth below is a line graph comparing the cumulative total return on the Company’s common stock against the cumulative total return of a NASDAQ
+market index and a peer index for the period of five fiscal years ended January 31, 2006. The University of Chicago’s Center for Research in Security Prices (CRSP) total return index for the NASDAQ Stock Market is calculated using all
+companies which trade on the NASDAQ National Market System (NMS) or on the NASDAQ supplemental listing. It includes both domestic and foreign companies. The index is weighted by the then current shares outstanding and assumes dividends reinvested.
+The return is calculated on a monthly basis. The peer group index, the CRSP Index for NASDAQ Electronic Components Stock designated below as the industry index, is comprised of companies classified as electronic equipment manufacturers. The total
+returns assume $100 invested on February 1, 2001 with reinvestment of dividends.

raw/filings/0000008146/2006/0001193125-07-081629/filing_metadata.csv

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raw/filings/0000008146/2006/0001193125-07-081629/item1.txt

@@ -0,0 +1,104 @@
+Item 1. Business 
+General 
+Astro-Med, Inc. (the Company) designs, develops, manufactures and distributes a broad range of specialty printers and electronic instruments which
+incorporate advance technologies including both hardware and software. Target markets for products of the Company include Aerospace, Automotive, Avionics, Transportation, Communications, Computer Peripherals, Apparel, Food and Beverage, Chemicals,
+Distribution, Life Sciences, Packaging and General Manufacturing. 
+The Company’s products are distributed through its own domestic and
+international sales force in North America and Western Europe and by authorized dealers elsewhere in the world. Approximately 27.5% of the Company’s sales in fiscal 2007 were to customers located outside the United States. 
+The Company and its subsidiaries and their representatives may from time to time make written or oral statements, including statements contained in the
+Company’s filings with the Securities and Exchange Commission (SEC) and in its reports to shareholders which constitute or contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 or by
+the SEC in its rules, regulations and releases. 
+All statements, other than statements of historical facts included in this annual report
+and the letter to our shareholders distributed in connection with our annual meeting regarding the Company’s financial position and operating and strategic initiatives and addressing industry developments are forward-looking statements. Where,
+in any forward-looking statement, the Company or its management expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance
+that the statement of expectation or belief will result or be achieved or accomplished. Factors which could cause actual results to differ materially from those anticipated include, but are not limited to, general economic, financial and business
+conditions and those detailed herein under Item 1A, “Risk Factors” and from time to time in other filings with the SEC. 
+Narrative Description of Business 
+Product Overview 
+The Company develops and manufactures systems that have the ability to acquire, process, analyze, store and present electronic data in a variety of useable forms. The Company sells its product under brand names
+including Astro-Med (T&M), QuickLabel Systems (QuickLabel) and Grass Technologies (GT). Products sold under the Astro-Med brand acquire and record data and print the output onto charts or electronic media. Products sold under the QuickLabel
+Systems brand create product and packaging labels and tags in one or many colors. Products sold under the Grass Technologies brand electronically capture and record neurological data that is used to diagnose epilepsy or to study sleep disorders. The
+Company supplies a range of products that include hardware, software and consumables to customers who are in a variety of industries. 
+Products sold under the Astro-Med brand include ToughWriter page printers and ToughSwitches for use in passenger and military aircraft. ToughWriter page printers are used in both the cockpit and the cabins of aircraft. ToughSwitches are
+also used in military vehicles. These and other similar products are ruggedized and comply with rigorous MIL-STD specifications for operation under extreme environmental conditions. The Company is currently furnishing ToughWriters for the Airbus
+A380, the Boeing C-17, B-787, B-777, B-747, B-767, and the Lockhead C-130. 
+3 
+Table of Contents 
+Other products sold under the Astro-Med brand include the Everest, a telemetry workstation used widely in
+the aerospace industry to monitor and track space vehicles, aircraft and missiles under test. The Everest ranges in price from $18,000 to $35,000 depending on features and options selected. 
+The Astro-Med brand Dash Series constitute a family of portable electronic data acquisition systems which are used as maintenance and troubleshooting
+instruments for pulp, paper, metal mills, power plants, automotive R & D centers and manufacturing plants. Included in the Dash Series are the Dash 2EZ, Dash 8X, Dash 8HF, Dash 8XPM and the Dash 18 and they range in price from $3,500 to $20,000
+depending on model and features and options selected. 
+Products sold under the QuickLabel System brand include a family of digital color
+label printers including the Vivo!, the first electrophotographic roll-to-roll printer, the QLS-4100 XE, QLS-8100 XE, QLS-2000, and QLS-3000 thermal transfer label printers, as well as a line of monochrome thermal transfer digital label printers
+including the Pronto! Series. This Series includes four models used in printing bar code labels. 
+QuickLabel digital color label printers
+are sold via a direct sales force throughout the US, Canada, and Western Europe, and serviced by a factory-trained, direct technical support staff. In the rest of the world, QuickLabel uses a broad network of dealers to sell and support its
+products. QuickLabel’s unique labeling solutions are aimed at label printing applications in which product packaging requires frequent content changes. QuickLabel digital color label printers fill a critical need in environments which require
+on-demand flexibility to package multiple product variations, and to add value to the product itself, as in private labeling, to produce OEM packaging, and to customize virtually any product. Industries that require instant label production
+flexibility include food and beverage, foodservice distribution, grocery retailing, chemical and sanitary supplies, pharmaceutical and medical products, personal care products, advertising specialties, tire manufacturing and apparel. 
+Custom QuickLabel, a custom label creation software package, is an integral part of the QuickLabel
+printing system, and was designed by the same team of engineers who designed the digital label printers. The latest generation of QuickLabel’s proprietary user-friendly label creation software offers significant new tools for simplifying label
+creation and for controlling and enhancing label output. The Company’s patented MicroCell ® half-toning algorithms have been improved in this latest version of the
+software, so that printers driven by Custom QuickLabel now render process-color print quality that closely approximates digital artwork. 
+QuickLabel digital label printers generate revenue through label, tag, thermal transfer ribbon and toner cartridge consumables sales. The Company engineers and manufactures unique printing supplies especially for use in optimizing the
+performance of the QuickLabel brand of digital label printers. 
+Products sold under the Grass Technologies brand include systems,
+instruments and software products to detect, amplify and display the electrical activity of the human brain commonly called electroencephalography (EEG). EEG data is used by clinicians to diagnose epilepsy and other neurological conditions including
+sleep apnea. 
+Included in the Grass Technologies line of products are the Comet, the Aura, the wireless Aura PSG, and the Beehive. These
+systems are all operated under the Twin software system, a Windows-based multi-module software program developed by the Company over the past six years. Included also is a line of amplifiers, electrodes, transducers and stimulators used by
+clinicians and researchers. 
+Products sold under the Grass Technologies brand are sold to hospitals, sleep centers, clinics and doctors
+offices. All Grass Technologies clinical products which are connected to the human body are approved by the Food and Drug Administration (FDA). 
+4 
+Table of Contents 
+Technology 
+The core technologies of the Company relate to (1) acquiring data, (2) conditioning the data, (3) displaying the data on hard copy, monitor, or electronic storage media, and finally (4) analyzing the data. 
+The Company is continually improving the performance and functionality of core technologies, enabling the Company to lead the competition with innovative
+products. 
+Patents and Copyrights 
+The
+Company holds a number of product patents in the United States and in foreign countries. It has filed applications for other patents that are pending. The Company considers its patents to be important, but does not believe that its business is
+materially dependent on them. The Company copyrights its extensive software and registers its trademarks. 
+Manufacturing and Supplies 
+The Company designs its products and manufactures many of the component parts. The balance of the parts are produced to the Company’s specifications
+by suppliers. Raw materials required for the manufacture of products, including parts produced to the Company’s specifications, are generally available from numerous suppliers. However, the Company does obtain certain components of our products
+and certain finished products from sole sources. 
+Product Development 
+The Company has maintained an active program of product research and development since its inception. During fiscal 2007, 2006 and 2005, the Company incurred costs of $4,187,018, $4,042,710, and $4,046,583,
+respectively, on Company-sponsored product development. The Company is committed to product development as a requisite to its growth and expects to continue its focus on research and development efforts in fiscal 2008 and beyond. 
+Marketing and Competition 
+The Company competes
+worldwide in many markets including clinical and research medicine, aerospace, avionics, automotive and general manufacturing. The Company retains a competitive position in its respective markets by virtue of proprietary technology, product
+reputation, delivery, technical assistance and service to customers. 
+The Company markets its products worldwide by advertising and
+promotion using major national and international trade journals, scientific meetings and trade shows, direct mailing campaigns and the internet. 
+The products are sold by direct field sales persons as well as independent dealers and representatives. In the United States, the Company has direct field sales people located in major cities from coast to coast specializing in either
+T&M Recorders and Data Acquisitions systems, QuickLabel Color Label printers and media systems, or GT Neurological Instrumentation products. Additionally, the Company has direct field sales and service centers in Canada, England, France,
+Germany, Italy and Holland. In the remaining parts of the world, the Company utilizes approximately 80 independent dealers and representatives selling and marketing its products in 40 countries. 
+The Company has a number of competitors in each of the markets that it serves. In the T&M area, the Company feels that it leads the field in Data
+Acquisition Recorders. 
+In the Color Label Printer field, the Company believes it leads the world in color printing using the thermal
+transfer printing technology. The Company introduced the very first thermal transfer color printers in 1995. The Company believes it is the first to introduce an electrophotgraphic roll-to-roll color label printer. 
+5 
+Table of Contents 
+The Grass Technologies products of the Company are devoted to clinical applications in EEG, PSG, and Long
+Term Epilepsy Monitoring (LTM). There are approximately fourteen companies that compete in one or more of the three modalities (EEG, PSG, LTM), but none are the clear leader. The Company feels it offers superior products based upon its long history
+and pioneering efforts in the field since 1935. The Company, unlike most of its competitors, designs, manufactures and produces complete systems including transducers, amplifiers, sensors, and Windows-based application software. Additionally, the
+Company produces a range of life science products for the research market. Many of the latter products eventually find their way into clinical applications. 
+No single customer accounted for 10% or more of the Company’s net sales in any of the last three fiscal years. The Company’s products were sold to approximately 5,000 customers. 
+International Sales 
+In fiscal 2007, 2006 and 2005,
+net sales to customers in various geographic areas outside the United States, primarily in Canada and Western Europe, amounted to $18,015,742, $17,884,078, and $17,037,967, respectively. 
+Order Backlog 
+The Company’s backlog fluctuates regularly. It consists of a blend of orders for
+end user customers as well as original equipment manufacturer customers. Manufacturing is geared to forecasted demands and applies a rapid turn cycle to meet customer expectations. Accordingly, the amount of order backlog does not indicate future
+sales trends. The Company’s backlog at January 31, 2007 and 2006 was $5,959,000 and $5,563,000, respectively. 
+Other Information
+The Company’s business is not seasonal in nature; however, the Company’s sales are impacted by the size and complexity of the
+transactions, which can cause fluctuations in sales from quarter to quarter. 
+Most of the Company’s products are generally warranted
+for one year against defects in materials or workmanship. Warranty expenses have generally averaged approximately $405,000 a year for the Company’s last five fiscal years. 
+As of January 31, 2007, the Company employed approximately 400 people. The Company is generally able to satisfy its employment requirements. No
+employees are represented by a union. The Company believes that employee relations are good.

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+Item 13. Certain Relationships, Related Transactions and Director Independence. 
+The
+response to this item is incorporated by reference to the Company’s definitive proxy statement for the 2007 annual meeting of shareholders.

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+Item 9A. Controls and Procedures 
+As required by Rule 13a-15 under the Exchange Act of 1934,
+the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. This evaluation was carried out under the supervision
+and with the participation of the Company’s management, including the Company’s Chairman of the Board and Chief Executive Officer and the Company’s Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and
+the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective as of the end of the period covered by this report. 
+There have been no significant changes in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to
+affect, the Company’s internal control over financial reporting. 
+The Company has initiated activities related to the assessment of
+its internal control environment in preparation for the compliance requirements of Section 404 of the Sarbanes-Oxley Act of 2002. In its assessment management will use the criteria set forth by the Committee of Sponsoring Organizations of the
+Treadway Commission (“COSO”) in “Internal Control-Integrated Framework”. Under current SEC rules, management is required to disclose its assessment of the effectiveness of the Company’s internal controls over financial
+reporting as of January 31, 2008. 
+21 
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+Related Party Transactions 
+Potential conflicts of interest and related party transactions are referred
+by the Board of Directors to the Audit Committee for review and approval. In reviewing and evaluating potential conflicts of interest and related party transactions, the Audit Committee uses applicable NASDAQ listing standards and SEC rules as a
+guide. 
+12 
+The law firm of Hinckley Allen & Snyder LLP, of which Mr. Hopkins is a retired partner,
+provides legal services to the Company. 
+The Company employs a
+son-in-law of Mr. Ondis, Eric Menke, as Manager of International Dealer Sales, and during the fiscal year ended January 31, 2008 paid him $96,026 in salary and commissions. The Company also employs two sons of Mr. Pizzuti, Eric
+Pizzuti, as National Sales Manager (QuickLabel Systems), and William Pizzuti, as Regional Sales Manager (QuickLabel Systems), to whom the Company paid $161,392 and $154,977, respectively, in salary and commissions during the fiscal year ended
+January 31, 2008. In addition, the Company made matching contributions for the fiscal year 2008 under its qualified Profit-Sharing Plan of $1,940 to Eric Menke, $2,708 to Eric Pizzuti and $2,881 to William Pizzuti. The Company also made stock
+option grants during the 2008 fiscal year to Messrs. Menke, E. Pizzuti and W. Pizzuti with a fair market value at the date of grant equal to $7,382 to Mr. Menke, $13,805 to Mr. E. Pizzuti and $6,665 to Mr. W. Pizzuti. Mr. Menke
+also had disqualifying disposition income during fiscal year 2008 on the sale of incentive stock options granted by the Company in the amount of $23,119. 
+Other than as described above, no officer, director or nominee for director of the Company or any associate of any of the foregoing had during the fiscal
+year ended January 31, 2008 any material interest, direct or indirect, in any material transaction or any material proposed transaction in which the amount exceeds $120,000 and to which the Company was or is to be a party.